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CORRESP

 *FOIA Confidential Treatment Request*

Confidential Treatment Requested by Personalis, Inc.

in connection with Registration Statement on Form S-1

 Michael E. Tenta

 +1 650 843
5636

 mtenta@cooley.com

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.

June 4, 2019

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
 James Giugliano

Craig Arakawa

 Michael Killoy

 Brigitte Lippmann

Re:
 Registration Statement on Form S-1

Filed May 23, 2019

File No. 333-231703

Ladies and Gentlemen:

 On behalf of Personalis,
Inc. (“Personalis” or the “Company”), we are supplementally providing the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) with information regarding the proposed price range of the shares of the Company’s common stock to be offered in the proposed initial public offering (“IPO”) pursuant to the
Company’s Registration Statement on Form S-1 (File No. 333-231703) filed with the Commission on May 23, 2019 (the “Registration
Statement”). We are providing this letter in response to comment 5 from the Staff received by letter dated April 23, 2019 relating to the Draft Registration Statement originally confidentially submitted on March 27, 2019.

Because of the commercially sensitive nature of information contained herein, this submission is accompanied by a request for confidential
treatment for selected portions of this letter. The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request, pursuant to Rule 83 of the
Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office of Freedom of Information and Privacy Act Operations, as well as a
copy of this correspondence, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

For the convenience of the Staff, we are providing to the Staff by overnight delivery copies of this letter.

 Cooley LLP 3175 Hanover
Street Palo Alto, CA 94304-1130

 t: (650) 843-5000 f: (650)
849-7400 cooley.com

 U.S. Securities and Exchange Commission

 June 4,
2019

 Page Two

 Confidential Treatment Requested

by Personalis, Inc.

 Preliminary IPO Price Range

The Company supplementally advises the Staff that the Company preliminarily estimates a price range of [***] per share (the
“Preliminary IPO Price Range”) for its IPO, after giving effect to a reverse stock split, pursuant to which each [***] outstanding shares of its capital stock will be combined into one share of capital stock (the
“Proposed Reverse Stock Split”). The Company anticipates effecting the Proposed Reverse Stock Split before commencing marketing efforts for the IPO, and the information contained in this letter gives effect to the Proposed
Reverse Stock Split. As is typical in IPOs, the Preliminary IPO Price Range was not derived using a formal determination of fair value but was determined pursuant to recent discussions between the Company and the underwriters for the IPO. The
Preliminary IPO Price Range has been estimated based, in part, upon current market conditions, the Company’s financial condition and prospects, performance of recent initial public offerings and input received from the lead underwriters,
including discussions that took place during a meeting of the Company’s board of directors (the “Board”) on May 23, 2019, that included representatives of the underwriters.

The Company expects to include the price range and the approved Proposed Reverse Stock Split in an amendment to the Registration Statement
that would be filed shortly before the commencement of the Company’s road show. We are providing this information to you supplementally to facilitate your review process.

Recent Common Stock Valuations

 To assist
the Staff in its evaluation of stock compensation disclosures and certain other matters in the Registration Statement, the Company provides the Staff with the following information in relation to stock options granted during the period from
January 1, 2018 through March 2019:

 Grant period

Number of
shares
underlying
stock options
granted

Per share
exercise
price of
options

* Estimated
fair value per
share of
common
stock

 Quarter 2, 2018

596,875

$
3.80

$
6.12

 Quarter 3, 2018

43,000

$
3.80

$
7.32

 Quarter 4, 2018

746,589

$
7.32

$
9.16

 February 2019

149,000

$
9.16

$
11.72

 March 2019

212,500

$
9.16

$
12.40

*
 The fair values per common share underlying stock options granted between independent third-party valuation
report dates were estimated by interpolating between the common share fair values per the independent third-party valuation reports before and after the date of grant. The Company believes its use of linear interpolation between such valuation dates
is an appropriate methodology by which to determine the fair value per share for financial accounting purposes due to the rapid growth of the Company and because the Company did not identify any single event or series of events that occurred during
the period that would have caused a material change in fair value.

 Cooley LLP 3175 Hanover
Street Palo Alto, CA 94304-1130

 t: (650) 843-5000 f: (650) 849-7400 cooley.com

 U.S. Securities and Exchange Commission

 June 4,
2019

 Page Three

 Confidential Treatment Requested

by Personalis, Inc.

 As stated in the Registration Statement, stock-based compensation expense related to stock
options granted to employees is measured at the date of grant based on the estimated fair value of the award. The Registration Statement describes the Company’s use of the Black-Scholes option-pricing model for these purposes and describes the
significant assumptions used during the years ended December 31, 2017 and 2018 and the three months ended March 31, 2019. The Company will reevaluate each of these assumptions, and update them as appropriate, when granting new equity
awards and in preparing its financial statements for future filings.

 Historical Stock-Based Compensation Expense

The Company’s stock-based compensation expense for the years ended December 31, 2017 and 2018 and the three months ended
March 31, 2019 were approximately $753,000 (2% of total costs and expenses), $1,317,000 (3% of total costs and expenses), and $609,000 (3% of total costs and expenses), respectively.

Stock Option Grants and Common Stock Valuations

The estimated fair value of the common stock underlying stock options was determined at each grant date by the Board and was supported by
periodic independent third-party valuations. The valuations of common stock were determined in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity
Securities Issued as Compensation (the “Practice Aid”). The methodology used by the third-party valuation specialists to determine the fair value of the Company’s common stock included estimating the fair value of the
enterprise, subtracting the fair value of debt from this enterprise value, and then allocating this value to all of the equity interests using the option pricing method or the probability weighted expected return method. The assumptions used in the
valuation model to determine the estimated fair value of the Company’s common stock as of the grant date of each option are based on numerous objective and subjective factors, combined with management judgment, including the following:

•

 the Company’s stage of development;

•

 progress of the Company’s research and development efforts;

•

 the impact of significant corporate events or milestones;

•

 material risks related to the business;

•

 the Company’s actual operating results and financial condition, including the Company’s level of
available capital resources;

•

 rights, preferences and privileges of the preferred stock relative to those of the common stock;

•

 equity market conditions affecting comparable public companies;

•

 the likelihood and potential timing of achieving a liquidity event for the shares of common stock, such as an
initial public offering given prevailing market and biotechnology sector conditions; and

•

 that the grants involved illiquid securities in a private company.

 Cooley LLP 3175 Hanover
Street Palo Alto, CA 94304-1130

 t: (650) 843-5000 f: (650) 849-7400 cooley.com

 U.S. Securities and Exchange Commission

 June 4,
2019

 Page Four

 Confidential Treatment Requested

by Personalis, Inc.

 Common Stock Valuation Methodologies

The valuations discussed below were performed in accordance with applicable elements of the Practice Aid. The Practice Aid prescribes several
valuation approaches for estimating the value of an enterprise, such as the cost, market and income approaches, and various methodologies for allocating the value of an enterprise to its common stock.

The Practice Aid identifies various available methods for allocating enterprise value across classes and series of capital stock to determine
the estimated fair value of common stock at each valuation date. In accordance with the Practice Aid, the Company considered the following methods:

•

 Option Pricing Method. Under the option pricing method (“OPM”) shares are valued by
creating a series of call options with exercise prices based on the liquidation preferences and conversion terms of each equity class. The estimated fair values of the preferred and common stock are inferred by analyzing these options.

•

 Probability-Weighted Expected Return Method. The probability-weighted expected return method
(“PWERM”) is a scenario-based analysis that estimates value per share based on the probability-weighted present value of expected future investment returns, considering each of the possible outcomes available to the Company,
as well as the economic and control rights of each share class.

•

 Current Value Allocation. Under the current value allocation method (“CVA”) the equity
value is allocated as if the enterprise were to be liquidated on the date of valuation. The distribution waterfall is applied and the values of the securities are calculated. This method is applicable in extremely early ventures and when a
liquidation event is imminent.

•

 Hybrid Method. The hybrid method (“Hybrid Method”) is a hybrid between the PWERM and OPM,
estimating the probability-weighted value across multiple scenarios but using the OPM to estimate the allocation of value within one of more of the scenarios. The hybrid method can be a useful alternative to explicitly modeling all PWERM scenarios
in situations when the company has transparency into one or more near term exits but is unsure what will occur if the current plans fall through.

Based on the Company’s early stage of development and other relevant factors, the Company determined that PWERM, incorporating aspects of
the market and income approaches, was the most appropriate method for estimating the Company’s enterprise value. For common stock valuations performed during December 2017 and September 2018, the independent valuation specialist incorporated
four outcomes, including stay-private, IPO, and two different M&A scenarios. In the IPO and M&A outcomes, a CVA was used at the assumed exit event and the results were present valued using an equity discount rate. In the stay-private
scenario, an OPM was used to allocate the present equity value indication and was incorporated in the PWERM to capture uncertainties of the stay-private scenario. For common stock valuations performed during December 2018 and March 2019, a
multiple-scenario OPM (IPO and no IPO) was used to estimate the Company’s equity value and allocate to the securities outstanding.

 Cooley LLP 3175 Hanover
Street Palo Alto, CA 94304-1130

 t: (650) 843-5000 f: (650) 849-7400 cooley.com

 U.S. Securities and Exchange Commission

 June 4,
2019

 Page Five

 Confidential Treatment Requested

by Personalis, Inc.

 Common Stock Valuations

In determining the estimated fair value of the common stock underlying the stock options granted, the Board considers the most recent
contemporaneous independent third-party valuation of the Company’s common stock and an assessment of additional objective and subjective factors it believes to be relevant as of the grant date. The additional factors considered when determining
any changes in estimated fair value between the most recent contemporaneous valuation and the grant date include, when applicable, the prices paid in the Company’s recent financing transactions, the Company’s stage of development, the
Company’s laboratory, operating and financial performance and business and financial market conditions generally and in the targeted and personalized cancer diagnostic sector. Each of the stock option valuation dates from December 31, 2017
are discussed below.

 December 31, 2017. The Company received an independent third-party valuation of its common
stock as of December 31, 2017 that indicated that the fair value of the common stock on that date was $3.80 per share. This valuation utilized a hybrid version of the PWERM that incorporated aspects of both the market and income approaches to
estimate the Company’s equity value using a 28% equity discount rate. The model incorporated four different outcomes including stay-private, IPO, and two different M&A scenarios. The equity value for the IPO and M&A scenarios was
derived using a CVA at the assumed exit event and allocated using PWERM to the securities outstanding based on their liquidation preferences and other rights. The equity value for the stay-private scenario was allocated under OPM. The weighted
average time to liquidity was 2.38 years and each scenario yielded a different value indication for the common shares. These values were weighted based on the associated probability of each scenario, resulting in a concluded value of each common
share of $5.36. A weighted average discount for lack of marketability of 29% was applied as a result of the Company being privately held, resulting in a fair value of the Company’s common stock of $3.80 per share. The Board determined the
estimated fair value of the Company’s common stock to be $3.80 per share as of December 31, 2017.

September 30, 2018. The Company received an independent third-party valuation of its common stock as of
September 30, 2018 that indicated that the fair value of the common stock on that date was $7.32 per share. This valuation utilized a hybrid version of the PWERM that incorporated aspects of both the market and income approaches to estimate the
Company’s equity value using a 28% equity discount rate. The model incorporated four different outcomes including stay-private, IPO, and two different M&A scenarios. The equity value for the IPO and M&A scenarios was derived using a CVA
at the assumed exit event and allocated using PWERM to the securities outstanding based on their liquidation preferences and other rights. The equity value for the stay-private scenario was allocated under OPM. The weighted average time to liquidity
was 1.44 years and each scenario yielded a different value indication for the common shares. These values were weighted based on the associated probability of each scenario, resulting in a concluded value of each common share of $9.40. A weighted
average discount for lack of marketability of 22% was applied as a result of the Company being privately held, resulting in a fair value of the Company’s common stock of $7.32 per share. Between D