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May 6, 2020
Russell Diez-Canseco
President and Chief Executive Officer
Vital Farms, Inc.
3601 South Congress Avenue
Suite C100
Austin, Texas 78704
Re:Vital Farms, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted April 10, 2020
CIK No. 0001579733
Dear Mr. Diez-Canseco:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted April 10, 2020
The COVID-19 pandemic could have a material adverse impact on our business, page 22
1.We note the added disclosure regarding the effects the pandemic "could" or "may" have
on your operations and financial condition.  Please expand to discuss whether it has
impacted or is currently impacting your operations or financial condition, including your
supply chain, demand for your products or the operation of your facilities.

 FirstName LastNameRussell  Diez-Canseco
 Comapany NameVital Farms, Inc.
 May 6, 2020 Page 2
 FirstName LastName
Russell  Diez-Canseco
Vital Farms, Inc.
May 6, 2020
Page 2
Because we rely on a limited number of third-party vendors, page 25
2.Please expand the disclosure on page 26 to quantify, if material, the amount of the
company's revenue for the year ended December 29, 2019 from the customers lost during
the first quarter of fiscal 2020.
Dividend Policy, page 52
3.We note your response to prior comment 9 and your revised disclosures to better describe
the restrictions in your Credit Facility.  As previously requested, please tell us the amount
of restricted net assets associated with these restrictions.  If material, revise to disclose the
amount of retained earnings or net income restricted or free of restrictions pursuant to
Item 4-08(e)(1) and (3) of Regulation S-K and your consideration of if Rule 12-04 of
Regulation S-X applies.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Cost of Goods Sold, page 68
4.You disclose that one driver of the cost of goods sold increase period over period
is associated with payments made to your partner farms for lost income as a result of
removing birds from current flocks ahead of schedule.  You further disclose, in your
Inventory footnote on page F-23, that in November 2019 you amended certain long-term
supply contracts associated with your egg producing farms.  As a result of the
amendments you recorded a liability of $1.6 million for the expected payments to your
suppliers to reimburse them for lost income related to the removal of birds ahead of
schedule.  To help us better understand your disclosure, describe the underlying drivers
for the amendments and also give us your assessment on whether you expect to make
similar amendments in future periods.
Operating Activities, page 75
5.Please revise to clarify the reasons for the significant increase in egg inventory and
packaging inventory during fiscal 2019.
Notes to the Consolidated Financial Statements
Revenue Recognition, page F-12
6.You disclose on page F-14 that the company recognizes revenue when it transfers control
of the products to the customer for an amount that reflects the consideration that the
Company expects to receive in exchange for those products.  Revise to disclose the point
in time when control is typically transferred.  Refer to ASC 606-10-50-19.

 FirstName LastNameRussell  Diez-Canseco
 Comapany NameVital Farms, Inc.
 May 6, 2020 Page 3
 FirstName LastName
Russell  Diez-Canseco
Vital Farms, Inc.
May 6, 2020
Page 3
            You may contact Charles Eastman at 202-551-3794 or Melissa Raminpour, Accounting
Branch Chief, at 202-551-3379 if you have questions regarding comments on the financial
statements and related matters.  Please contact Thomas Jones at 202-551-3602 or Geoffrey
Kruczek, Senior Attorney, at 202-551-3641 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Nicole Brookshire