SEC Company Response from Lemonade, Inc. (LMND) (CIK 0001691421) (LMND) — Jan 11, 2021
Lemonade, Inc. (LMND) (CIK 0001691421)
Date: Jan. 11, 2021 · CIK: 0001691421 · Accession: 0001104659-21-003122
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File numbers found in text: 333-252017
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CORRESP
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Goldman Sachs & Co. LLC
200 West Street
New York, NY 10282
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
January 11, 2021
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re:
Lemonade, Inc.
Registration Statement on Form S-1 (File No. 333-252017)
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), we, as the representatives of the several underwriters (the “Representatives”),
hereby join in the request of Lemonade, Inc. a Delaware corporation (the “Company”), that the effective date of the
above-referenced Registration Statement on Form S-1 be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time
on January 13, 2021, or as soon thereafter as practicable. We, the undersigned Representatives, confirm that the underwriters are
aware of their obligations under the Securities Act.
Pursuant to Rule 460 under the Securities
Act, we advise you that as of the date hereof, we and the several underwriters have distributed approximately 250 copies
of the Company’s Preliminary Prospectus dated January 11, 2021 to prospective underwriters, institutional investors, dealers
and others.
We, the undersigned
Representatives, hereby represent that we are in compliance and will comply, and have been informed by the other participating
underwriters that they are in compliance and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act
of 1934, as amended, in connection with the offering pursuant to the above-referenced Registration Statement and Preliminary Prospectus.
[Signature Page Follows]
Very truly yours,
Goldman Sachs & Co. LLC
Morgan Stanley & Co. LLC,
As Representatives of the several Underwriters
GOLDMAN SACHS & CO. LLC
By:
/s/ Becky Steinthal
Name:
Becky Steinthal
Title:
Managing Director
MORGAN STANLEY & CO. LLC
By:
/s/ Michael Occi
Name:
Michael Occi
Title:
Managing Director
[Signature Page
to Underwriters’ Acceleration Request Letter]