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SEC Company Response from 1Life Healthcare Inc (CIK 0001404123) — Jan 28, 2020

1Life Healthcare Inc (CIK 0001404123)
Date: Jan. 28, 2020 · CIK: 0001404123 · Accession: 0001193125-20-016730

AI Filing Summary & Sentiment

File numbers found in text: 333-235792

Date
January 28, 2020
Author
Director
Form
CORRESP
Company
1Life Healthcare Inc (CIK 0001404123)

Letter

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

January 28, 2020

VIA EMAIL AND EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: William Mastrianna

Celeste Murphy

Tracey Houser

Mary Mast

RE: 1Life Healthcare, Inc.

Registration Statement on Form S-1

File No. 333-235792

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of 1Life Healthcare, Inc. (the “Registrant”) that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on January 30, 2020, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant or its outside counsel, Cooley LLP, may orally request via telephone call to the staff of the Commission.

Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that approximately 2,000 copies of the Preliminary Prospectus, dated January 21, 2020, and included in the above-referenced Registration Statement, as amended, were distributed during the period from January 21, 2020 through the date hereof, to prospective underwriters, institutions, dealers and others.

We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,
J.P. MORGAN
SECURITIES LLC

Show Raw Text
CORRESP
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filename1.htm

CORRESP

 J.P. Morgan Securities LLC

383 Madison Avenue

 New York, New York 10179

Morgan Stanley & Co. LLC

 1585 Broadway

New York, New York 10036

 January 28, 2020

VIA EMAIL AND EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attn: William Mastrianna

 Celeste Murphy

Tracey Houser

 Mary Mast

RE:
 1Life Healthcare, Inc.

Registration Statement on Form S-1

File No. 333-235792

Ladies and Gentlemen:

 In accordance with
Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of 1Life Healthcare, Inc. (the “Registrant”) that the
Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on January 30, 2020,
at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant or its outside counsel, Cooley LLP, may orally request via telephone call to the staff of the Commission.

Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that approximately 2,000 copies of
the Preliminary Prospectus, dated January 21, 2020, and included in the above-referenced Registration Statement, as amended, were distributed during the period from January 21, 2020 through the date hereof, to prospective underwriters,
institutions, dealers and others.

 We, the undersigned, as representatives of the several underwriters, have complied and will
comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

 J.P. MORGAN
SECURITIES LLC

 MORGAN STANLEY & CO. LLC

Acting on behalf of themselves and the

 several
underwriters

by: J.P. MORGAN SECURITIES LLC

by:

 /s/ Ben Burdett

 Name: Ben Burdett

 Title: Managing
Director

by: MORGAN STANLEY & CO. LLC

by:

 /s/ Danika Fry

 Name: Danika Fry

 Title: Vice
President

cc:
 Matthew B. Hemington, Cooley LLP

John T. McKenna, Cooley LLP

 Alan
F. Denenberg, Davis Polk & Wardwell LLP

 Donald K. Lang, Davis Polk & Wardwell LLP