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
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File numbers found in text: 333-235792
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CORRESP 1 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