SEC Company Response from Sunlands Technology Group (STG) — Mar 20, 2018
Sunlands Technology Group
Date: March 20, 2018 · CIK: 0001723935 · Accession: 0001193125-18-088581
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File numbers found in text: 333-223190
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CORRESP 1 filename1.htm Underwriters Acceleration Request Goldman Sachs (Asia) L.L.C. 68th Floor, Cheung Kong Center 2 Queens Road, Central Hong Kong J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 United States Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 United States March 20, 2018 VIA EDGAR CORRESPONDENCE Mr. Paul Fischer Ms. Celeste M. Murphy Ms. Christie Wong Mr. Terry French Office of Telecommunications Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 U.S.A. Re: Sunlands Online Education Group Registration Statement on Form F-1 (File No.: 333-223190) Ladies and Gentlemen: We hereby join Sunlands Online Education Group (the “Company”) in connection with its request for acceleration of the above-referenced Registration Statement, requesting effectiveness at 4:00 p.m., Eastern Time, on March 22, 2018, or as soon thereafter as practicable. Pursuant to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that, through the date hereof, 2422 copies of the Company’s preliminary prospectus dated March 14, 2018 were distributed to prospective underwriters, institutional investors, dealers and others. The undersigned advise that the underwriters have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. [Signature pages follow] Very truly yours, As representative of the several underwriters GOLDMAN SACHS (ASIA) L.L.C. By: /s/ Scott Chen Name: Scott Chen Title: Managing Director [Signature Page to Acceleration Request (Underwriters)] Very truly yours, As representative of the several underwriters J.P. MORGAN SECURITIES LLC By: /s/ Alice Takhtajan Name: Alice Takhtajan Title: Managing Director [Signature Page to Acceleration Request (Underwriters)] Very truly yours, As representative of the several underwriters CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Marc Bernstein Name: Marc Bernstein Title: Director [Signature Page to Acceleration Request (Underwriters)]