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[Chapman and Cutler LLP Letterhead]

June 28, 2023

VIA EDGAR CORRESPONDENCE

Kimberly Browning

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

			Re:
			Innovator ETFs Trust

			File Nos. 333-146827; 811-22135

Dear Ms. Browning

This letter responds to your comments, provided by telephone regarding the registration statement filed on Form N‑1A for Innovator ETFs Trust (the “Trust”) with the Securities and Exchange Commission (the “Commission”) on May 2, 2023 (the “Registration Statement”). The Registration Statement relates to the Innovator U.S. Equity Principal Protected ETF – July 2025 (the “Fund”), a series of the Trust. Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to them in the Registration Statement. A revised Prospectus, reflecting the changes in the Fund’s responses identified below, is attached as Exhibit A.

Comment 1 – General

To the extent the filing is incomplete, please supplementally confirm to the Staff that the next post-effective amendment to the Registration Statement will contain any missing information.

Response to Comment 1

Pursuant to the Staff’s comment, the Fund confirms that its next post-effective amendment to the Registration Statement will be a complete filing.

Comment 2 – General

If the Fund determines to decline a comment, please tell the Staff why in the response letter and include the Fund’s well-reasoned and detailed legal analysis as applicable in support of the Fund’s views as they apply to the Registration Statement’s facts and circumstances.

Response to Comment 2

Pursuant to the Staff’s comment, the Fund so confirms.

Comment 3 – General

The Staff notes the comments are universal and apply to all similar disclosures throughout the Registration Statement.

Response to Comment 3

Pursuant to the Staff’s comment, the Fund so confirms.

Comment 4 – General

To the extent the registration statement is incomplete, please provide the Staff with completed drafts as soon as possible, but at least five business days prior to the date of effectiveness of the Registration Statement.

Response to Comment 4

The Registrant confirms that it will endeavor to submit a full registration statement in its next filing in accordance with the above.

Comment 5 – VaR Analysis

With respect to the Value at Risk (“VaR”) analysis provided, it appears that the analysis is for one-day periods? Please explain.

Response to Comment 5

The Fund notes that, pursuant to Rule 18f-4 of the Investment Company Act of 1940, as amended (the “1940 Act”), the absolute VaR calculation previously submitted to the Staff uses a 99% confidence level for a time horizon of 20 trading days and is based on at least 3 years of historical data from the period commencing April 2, 2018.

Comment 6 – General

Please supplementally explain to the Staff how market liquidity for the Fund’s FLEX Options will be considering the length of the two-year Outcome Period for the Fund. Additionally, please explain how the Fund intends to classify the FLEX Options under the Liquidity Rule and under what basis.

Response to Comment 6

The Fund’s portfolio managers have conducted ongoing market screens for the Fund’s options portfolio. In connection with this review, the Fund confirms the market for the FLEX Options is sufficiently liquid for the Fund to operate, and the Fund will classify the options as “highly liquid” under Rule 22e-4 of the 1940 Act (the “Liquidity Rule”). The Fund’s portfolio managers believe that each of the Fund’s FLEX Options positions will be convertible to cash within three business days without significantly affecting the market value of the investments.

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Comment 7 – General

Please explain why a definitive Cap is not available at the time of effectiveness. Please confirm no shares of the Fund will be sold prior to disclosing the Cap.

Response to Comment 7

Pursuant to Rule 485(a) of the Securities Act of 1933, the Registration Statement is set to go automatically effective on July 16, 2023. Approximately two weeks prior to the effectiveness of the Registration Statement, the Fund will file an amended Registration Statement that discloses the Fund’s expected Cap range. The Fund will ensure that the amended Registration Statement will not go effective more than two business days prior to the expected final Cap filing. The Fund notes that the definitive Cap is not available until the market closes on the day prior to the Fund’s launch. The Fund confirms that no sale of its Shares will take place prior to the filing of the Registration Statement. The Fund notes that the timing of these filings are consistent with that of the launches of each of the Trust’s other “defined outcome” series.

Comment 8 – Name of the Fund

The Staff notes the Fund’s investment strategy includes risks, one of which is a risk of investor loss to the extent the Fund’s NAV has increased subsequent to the commencement of an Outcome Period. Given this risk of loss of principal, the Staff objects to the the proposed name of the Fund, the “Innovator U.S. Equity Principal Protected ETF,” as the name could be misleading and may provide the impression that an investor would have principal protection in all investment scenarios. Please either delete the term “protected” in the name or add to the Fund’s name qualifying language that adequately describes Outcome. Any such additional language should describe in plain English the risks associated with an investment in the Fund. Please refer to IM Guidance No. 2013-12 (Fund Names Suggesting Protection Loss).

Response to Comment 8

Pursuant to the Staff’s comment, the Fund has carefully considered alternatives to the Fund’s name. In this regard, the Fund has removed the term “principal” from the proposed Fund name so as to avoid any potential confusion from an investor that the Fund will provide full protection from any amounts invested at all times. However, the Fund believes that its investment strategy will provide some level of protection in all investment circumstances, and therefore, retaining the term “protect” in the Fund’s name is appropriate. The Fund proposes to modify the term “protect” so as to qualify the dates (i.e., Outcome Period) to which the protection applies, as follows:

Innovator Equity Defined Protection ETF – 2 Yr to July 2025

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Comment 9 – Cover Page

The Staff notes the Fund should provide a clear definition of what is meant by “principal,” especially in light of investors purchasing at different times during the Outcome Period. Please clarify.

Response to Comment 9

The Fund notes the term “principal” has been removed from the name and

“Investment Strategy” section of the Registration Statement.

Comment 10 – Principal Investment Strategies

Please supplementally confirm there are no other investments for principal strategies other than those disclosed in Item 4. To the extent it is possible to revise the options package, please disclose. Please supplementally explain to the Staff why the options package does not need to change over the course of the Outcome Period.

Response to Comment 10

The Fund confirms it will retain the same options package throughout the duration of the Outcome Period and there are no other investments other than those disclosed.

Comment 11 – Cover Page

Please make more prominent language discussing that the Fund has a two-year Outcome Period (e.g., in bold).

Response to Comment 11

The Fund has revised the disclosure in accordance with the Staff’s comment.

Comment 12 – Principal Investment Strategies

Please clarify the relationship between the sought after Outcomes of the Buffer and Cap, the Underlying ETF and the Fund’s net asset value (“NAV”) on the first day of the Outcome Period and to the NAV throughout the Outcome Period. Please revise to avoid possible confusion that Outcomes are based upon the performance of the Underlying ETF’s share price. The Staff notes the third paragraph, penultimate sentence, there is a discussion of the role of NAV with respect to the Buffer, but that discussion seems to assume that investors already know the Fund’s Outcomes are based on the Fund’s NAV at the beginning of the Outcome Period. The revisions should better explain the correlation between the FLEX Options, the Fund’s NAV and the Underlying ETF and explain how the NAV performs with the Underlying ETF and how those interact to determine the Cap and Buffer of the Fund.

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Response to Comment 12

The Fund has revised the disclosure in accordance with the Staff’s comment.

Comment 13 – Cover Page

The Staff notes the disclosure states, “The Fund seeks to provide principal protection to shareholders that hold Shares for the entire Outcome Period with a buffer (the “Buffer”) against 100% of Underlying ETF losses over the course of the Outcome Period, measured against the initial price of the Underlying ETF at the commencement of the Outcome Period.”

Please consider the accuracy of this disclosure. The Staff notes the Fund should factor in the Fund’s NAV plus the importance of when a shareholder buys in or sells out of the Fund (i.e., does “100% of Underlying ETF losses” mean a loss from Fund’s NAV at commencement of Outcome Period?). Please clarify in plain English how exactly this works and not just in the optimal scenario. The Staff suggests for purposes of clarity, the next three sentences after the above-referenced sentence should be relocated to the end of the paragraph.

Response to Comment 13

The Fund has revised the disclosure in accordance with the Staff’s comment.

Comment 14 – Cover Page

The Staff notes the disclosure states, “Similarly, an investor purchasing Shares at a price that reflects increases in the price of the Underlying ETF since the commencement of the Outcome Period will not benefit from the Buffer until the price of the Underlying ETF has decreased to its value from the commencement of the Outcome Period and such investor will not receive the entire principal protection that the Fund seeks to provide, and will only be protected against losses of the Underlying ETF when the Fund’s NAV returns it to its value at the beginning of the Outcome Period.”

For purposes of plain English disclosure, please consider revising the above-referenced disclosure for clarity.

Response to Comment 14

The Fund has revised the disclosure in accordance with the Staff’s comment.

Comment 15 – Cover Page

Please revise the fourth paragraph on the cover page to better clarify the interplay between the Cap and the Fund’s NAV.

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Response to Comment 15

The Fund has revised the disclosure in accordance with the Staff’s comment.

Comment 16 – Principal Risks

The Staff notes the “Outcome Period Risk.” There should be correlating disclosure in the Item 4 strategy section about what is discussed in the Outcome Period Risk (i.e., two-year period may exacerbate the risks).

Response to Comment 16

The Fund has revised the disclosure in accordance with the Staff’s comment.

Comment 17 – Principal Investment Strategies

Please bold the following disclosure to make more prominent: “Since the FLEX Options do not expire until two years after the commencement of the Outcome Period, it is possible that the degree of non-correlation between the value of the Underlying ETF will be higher than if the FLEX Options had a shorter term.”

Response to Comment 17

The Fund has revised the disclosure in accordance with the Staff’s comment.

Comment 18 – Fee Table

Please supplementally confirm there are no additional fees because the Fund will utilize a unitary fee structure. If accurate, please supplementally explain the unitary management fee has a carveout for distribution and service fees payable pursuant to a Rule 12b-1 plan but that the Fund has not adopted one.

Response to Comment 18

Pursuant to an investment advisory agreement between the Adviser and the Trust, on behalf of the Fund (the “Investment Management Agreement”), the Fund has agreed to pay an annual unitary management fee to the Adviser in an amount equal to 0.79% of its average daily net assets. This unitary management fee is designed to pay the Fund’s expenses and to compensate the Adviser for the services it provides to the Fund. Out of the unitary management fee, the Adviser pays substantially all expenses of the Fund, including the cost of transfer agency, custody, fund administration, legal, audit and other service and license fees. In essence, the Adviser facilitates payment of the Fund’s ordinary operating expenses, while the Fund accrues and bears those expenses in an amount equal to the unitary fee. The Adviser would only directly bear the Fund’s ordinary operating expenses if the assets of the Fund, and therefore the amount of the unitary fee, were too small to cover the aggregate amount of the Fund’s ordinary operating expenses in a year. In this way, the unitary fee arrangement is economically equivalent to an expense cap, which involves an investment adviser agreeing to waive all or a portion of its advisory fee and/or reimburse a fund for ordinary operating expenses that exceed an agreed-upon level. In both instances, a fund bears its own ordinary operating expenses, but only to the extent of a specified amount.

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The Fund confirms that the unitary management fee has a carveout for distribution and service fees payable pursuant to a Rule 12b-1 plan, but the Fund currently does not have a Rule 12b-1 plan.

Comment 19 – Hypothetical Graphical Illustrations

The Staff notes that typically there is a footnote associated for the second graphic. What if a shareholder buys in other than on the first day of the Outcome Period?

Response to Comment 19

The Fund notes that shareholders who purchase Fund shares at a time other than on the first day of the Outcome Period may experience different outcomes. The Fund respectfully points the Staff to the introductory disclosure to the hypothetical graphical illustrations, which prominently states, “The two hypothetical graphical illustrations provided below are designed to illustrate the Outcomes that the Fund seeks to provide for investors who hold Shares for the entirety of the Outcome Period. There is no guarantee that the Fund will be successful in its attempt to provide the Outcomes for an Outcome Period.” Additionally, the Fund has added a footnote associated with the graphic consistent with the Registrant’s broader suite of Defined Outcome ETFs.

Comment 20 – Principal Investment Strategies

The Staff notes the disclosure states, “The Outcome Period begins on the day the FLEX Options are entered into and ends approximately two years later on the day the FLEX Options expire.” Please bold the latter half of the sentence that states, “and ends approximately two years later on the day the FLEX Options expire.”

Response to Comment 20

The Fund has revised the disclosure in accordance with the Staff’s comment.

Comment 21 – Principal Investment Strategies

The Staff notes the disclosure states, “In order to provide the Buffer, the Fund purchases a series of FLEX Options.” Please revise to make clear that it is a sought-after Buffer, since the Buffer is not guaranteed. To the extent there are any carveouts from the Buffer, please provide this concept here as well.

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Response to Comment 21

The Fund has revised the disclosure in accordance with the Staff’s comment.

Comment 22 – Principal Risks

With respect to the “Outcome Period Risk,” please make the last sentence of the risk more prominent.

Response to Comment 22

The above-reference disclosure has been bolded.

Comment 23 – General

Please supplementally explain to the Staff whether two-year options purchased by the Fund are expected to be more expensive than options with a shorter time horizon. In addition, will there be any arbitrage mechanism concerns? Please explain supplementally to the Staff why