SEC Company Response from 1Life Healthcare Inc (CIK 0001404123) — Jun 22, 2020
1Life Healthcare Inc (CIK 0001404123)
Date: June 22, 2020 · CIK: 0001404123 · Accession: 0001193125-20-175659
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File numbers found in text: 333-239347
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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 June 22, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Chris Edwards Re: 1Life Healthcare, Inc. Registration Statement on Form S-1 (File No. 333-239347) Request for Acceleration of Effective Date 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 June 24, 2020, at 4:00 PM, 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 there will be distributed to each Underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus. 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. [Signature page follows] Very truly yours, J.P. MORGAN SECURITIES LLC By: /s/ Ben Burdett Name: Ben Burdett Title: Managing Director MORGAN STANLEY & CO. LLC By: /s/ Danika Fry Name: Danika Fry Title: Vice President [Signature Page to Underwriters’ Acceleration Request]