Submitted Pursuant to a Request for Confidential Treatment Pursuant to 17 C.F.R. 200.83

February 22, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Ladies and Gentlemen:

On behalf of Canada Goose Holdings Inc. (the “Company”), on February 15, 2017, we have filed via EDGAR for review by the Securities and Exchange Commission (the “SEC”) the Company’s above-referenced Registration Statement on Form F-1 (the “Registration Statement”). The Registration Statement reflects the Company’s responses to the comments received from the staff of the SEC (the “Staff”) contained in the Staff’s letter dated February 14, 2017 (the “Comment Letter”) and certain other updated information.

The Staff’s comments as reflected in the Comment Letter are reproduced in italics in this letter, and the corresponding responses of the Company are shown below each comment. All references to page numbers in the Company’s responses are to the page numbers in the Registration Statement.

General

Confidential treatment has been requested for portions of this letter. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this letter has been separately filed with the Securities and Exchange Commission.

Response to Comment 1:

The Company advises the Staff that it considered providing article 11 pro forma information, but ultimately concluded that this presentation in respect of the Recapitalization (as defined in the Registration Statement), in addition to the presentation being provided in respect of earnings per share, would not provide meaningful additional information to investors. The Company advises the Staff that it does intend to present the earnings per share impact of the issuance of shares in the offering and the application of the net proceeds thereof as described in the Registration Statement under “Use of Proceeds” and the termination of the Company’s management agreement with Bain Capital. As part of this presentation, the Company will necessarily include the pro forma impact of the repayment of the subordinated debt in the Recapitalization. The Company is providing an anticipated version of that presentation as Annex A.

Recapitalization. The Company completed the Recapitalization on December 2, 2016 pursuant to which it entered into a $216.7 million Term Loan Facility and repaid the entire $91.0 million aggregate principal amount of Bain Capital subordinated debt and accrued interest outstanding. The remaining proceeds from the Term Loan Facility were used to redeem preferred stock in the Recapitalization and to fund ongoing operations of the Company. Given the increase in indebtedness from $91 million to $216.7 million, the Company acknowledges that the Recapitalization is material to investors. However, the Company considered that the primary impact of the Recapitalization is reflected in the Company’s balance sheet as at December 31, 2016.

The Company also considered the impact of the Recapitalization on the Company’s statement of comprehensive income. The Company acknowledges that total annual interest expense on the Term Loan Facility will be significantly higher than interest expense associated with the Bain Capital subordinated debt. However, the Company also considered that (i) the increase in interest expense is expected to be largely consistent with the overall increase in indebtedness (interest expense on the Bain Capital subordinated debt was CAD$5.6 million for the fiscal year ended March 31, 2016 and the anticipated annual interest expense based on the coupon of the Term Loan Facility is expected to be approximately CAD$12.8 million, if annualized at the period average exchange rate of CAD$1.315 and assuming the LIBOR floor rate under the Term Loan Facility plus the applicable margin of 5.00%) and (ii) the interest expense under the Term Loan Facility fluctuates based on prevailing interest and exchange rates. As a result, the

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Company concluded that fixing the Term Loan Facility interest expense based off of an interest rate and an exchange rate as of the beginning of its most recently completed fiscal year would not be meaningful to investors, particularly in light of the fact that the impact on the balance sheet is fully reflected in the Registration Statement, the calculation of the interest rate under the Term Loan Facility is fully disclosed and that investors have been advised that fluctuations in exchange rates may also impact the calculation. The Company also notes that in its presentation of pro forma earnings per share, the Company will show the pro forma increase in interest expense associated with the Term Loan Facility as reflected on Annex A. Accordingly, the Company determined that a pro forma income statement reflecting the impact of the Company’s indebtedness following the Recapitalization would not provide investors with any meaningful additional information.

Summary Historical Consolidated Financial and Other Data, Page 11

Response to Comment 2:

In response to the Staff’s comment, the Company has removed the adjustment for the interest expense on Bain Capital subordinated debt in its non-IFRS adjusted net income measure.

Business, page 65

Response to Comment 3:

The Company advises the Staff that the list of retailers in the Registration Statement was provided to give an investor an understanding of the luxury and outdoor retailers in which it sells its products. The Company selected prominent retailers by geography and category to provide a representative sample of the Company’s retail partners that would be recognizable to investors, but the prominence of the retailers was not the primary factor in their selection. Instead the Company is trying to provide a balanced selection of luxury and outdoor retailers across the geographies in which it sells, including strategic growth areas such as [*****] and [*****].

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In response to the Staff’s request, the Company supplementally advises the Staff of the following sales metrics [*****] of the retailers listed in the Registration Statement:

Collectively, these retailers represented approximately [*****]% of the Company’s wholesale revenue in fiscal 2016.

Notes to Consolidated Financial Statements

Note 8. Earnings per share, page F-26

Response to Comment 4:

Prior to the Recapitalization, the Class A Senior Preferred Shares, the Class B Senior Preferred Shares and the Class D Preferred Shares had the attributes described below.

Attributes of Class A and Class B Senior Preferred Shares.

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Since the creation of the Class A and B Senior Preferred Shares in connection with the Bain Acquisition, there were no distributions on the Class A and B Senior Preferred Shares until the Recapitalization.

Both the Class A and B Senior Preferred Shares were convertible into common shares upon a Qualifying Liquidity Event or a Qualifying Sale of Shares, which was defined in the Company’s articles¹. The Company considered these conversion rights and determined that they were contingently issuable ordinary shares under IAS 33.

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Earnings per share.

In accordance with IAS 33.24, contingently issuable shares are treated as outstanding and are included in the calculation of basic earnings per share only from the date when all necessary conditions are satisfied (i.e. the events have occurred). Following the guidance in IAS 33.52, as in the calculation of basic earnings per share, contingently issuable ordinary shares are treated as outstanding and included in the calculation of diluted earnings per share if the conditions are satisfied (i.e., the events have occurred). Contingently issuable shares are included from the beginning of the period (or from the date of the contingent share agreement, if later). If the conditions are not satisfied, the number of contingently issuable shares included in the diluted earnings per share calculation is based on the number of shares that would be issuable if the end of the period were the end of the contingency period.

Because the contingency related to a liquidity event, specifically an IPO or sales of shares to a third party, and that event had not occurred, at any balance sheet date presented, the Company did not treat these preferred shares as potential ordinary shares and did not include them in the diluted EPS calculation for any period presented. Because there are many factors that can affect the successful completion of an IPO or liquidity event, management concluded that the contingency is not met until the IPO or liquidity actually becomes effective or happens; accordingly, the shares were not considered in the denominator for the computation of the diluted EPS.

Class D Preferred Shares. When issued, the Class D Preferred Shares were not convertible into common shares and had no rights to receive dividends.

Notes to the Condensed Interim Consolidated Financial Statements (unaudited)

Note 13. Share-based payments, page F-68

Response to Comment 5:

Concurrent with the Recapitalization, the board of directors of the Company made the following adjustments under the stock option plan to outstanding options deemed by them to be equitable and appropriate: (i) converting all outstanding options to purchase Class B Common Shares and Class A Junior Preferred Shares into options to purchase Class A Common Shares, (ii) reducing the exercise price of certain options and (iii) issuing new options to certain option holders.

As a result of the Recapitalization, the Company’s equity was reduced by $212.5 million, representing the aggregate amount returned to shareholders. Prior to the Recapitalization, the

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fully converted share count (assuming conversion of subordinated debt and preferred shares) was 189,800,000, prior to the 1- for-10,000,000 share split completed in connection with the Recapitalization. The reduction of equity on a per share basis was $1.1180. Because optionholders did not participate in the Recapitalization, their right to the equity value of the Company on a per share basis decreased without the benefit of the distribution that the other shareholders received. To compensate for this reduction in economic benefit, the option terms were modified.

The Company referred to IFRS 2 Share-based payments Appendix 2 – Application Guidance paragraphs 42-44 for its analysis. The accounting for a modification depends on whether the modification changes the classification of the arrangement and whether the changes are beneficial to the counterparty. IFRS 2 distinguishes between different types of beneficial and non-beneficial modifications. Generally, beneficial modifications result in changes to accounting for the share-based payments, while non-beneficial modifications do not result in modification accounting.

Optionholders were impacted differently, depending on their circumstances. For ease of explanation, the Company grouped optionholders with similar facts:

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Group 1

For optionholders in Group 1, the exercise price could not be reduced to lower than $0.01 per share. As a result, reducing the exercise price by the per share return of equity amount was not possible because the exercise price was $1.00 in the original option grants. Therefore, Group 1 could not be economically made whole solely by reducing the exercise price. Consequently, these optionholders were economically worse off as a result of this modification and they were granted additional options to make up the economic difference. This would be considered a modification that was not beneficial because it is a decrease in the fair value of equity instruments originally granted.

To make these employees whole, the board of directors granted them new options at an exercise price of $0.01, a strike price that was subsequently increased by a ratio of 1.898 as a result of the share split, which compensated these employees for their lost economic value as a result of the modification.

The Company is accounting for this transaction in two parts:

Group 2

Optionholders in Group 2 had sufficient exercise prices to be able to reduce the exercise price by $1.1180 per share. The options were further modified by a decrease in the number of options and increase in the exercise price change in the same ratio (1.898). The effect is that had no change in their economic circumstances. These offsetting modifications were evaluated by the Company. A package of modifications might include several changes to the terms of a grant, some of which are favorable to the employee and some not. For example, a share option grant

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can be modified by reducing the exercise price (give) and simultaneously reducing the number of granted options (take). In the Company’s view, it is appropriate to net the effects of both modifications, provided that they are agreed as part of a package. This is because the employee realizes the net change rather than being able to earn the enhanced benefit of the reduction of the exercise price without suffering the loss in the total number of options. If the net effect is beneficial, then we believe that this net effect should be accounted for by applying the requirements for beneficial modifications to the net change.

For Group 2, the net benefit was nil and therefore the options are not considered to be modified. As a result, there is no accounting impact.

Group 3

Optionholders in Group 3 were terminated in a period prior to the Recapitalization. As part of their termination arrangements the Company permitted them to retain certain vested and unvested options. The modifications to the terms of these optionholders were to reduce the number of shares with equivalent increase in the exercise price by a factor of 1.898. Because the exercise price was not reduced for the effect of the Recapitalization, these optionholders were worse off as a result of this modification because they have rights to a reduced equity value. This would be considered a modification that was not beneficial because it is a decrease in the fair value of equity instruments granted. Pursuant to IFRS 2, this modification is to be ignored.

We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions or comments about this letter or need any further information, please call the undersigned at (415) 315-2355 or Rachel Phillips at (212) 841-8857.

Very truly yours,

/s/ Thomas Holden

Thomas Holden

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A-1

The following is a reconciliation of historical net income to pro forma net income for the fiscal year ended March 31, 2016 and the nine months ended December 31, 2016:

The following is a reconciliation of historical interest expense to pro forma interest expense for the fiscal year ended March 31, 2016 and the nine months ended December 31, 2016:

A-2

EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income have important limitations as analytical tools and you should not consider them in isolation or as substitutes for analysis of our results as reported under IFRS. For example, these financial measures:

A-3

The tables below illustrate a reconciliation of net income to EBITDA, Adjusted EBITDA and Adjusted Net Income for the periods presented:

A-4

A-5

A-6