SecProbe.io

March 12, 2020
Tony Xu
Chief Executive Officer and Director
DoorDash Inc
303 2nd Street, South Tower, 8th Floor
San Francisco, California 94107
Re:DoorDash Inc
Draft Registration Statement on Form S-1
Filed February 13, 2020
File No. 377-03046
Dear Mr. Xu:
            We have reviewed your 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.
Draft Registration Statement on Form S-1 filed February 13, 2020
Prospectus Summary
Overview, page 1
1.We note that you provide definitions of "individual customer accounts," "Dashers," and
"individual Dasher accounts" in footnotes 1 through 3.  Please revise your filing to
provide more prominent placement of these definitions in your filing, including your
disclosures that:

•"An individual consumer account is identified by a unique email address. If a
consumer had accounts under two different email addresses, and such consumer
completed orders using both accounts during the measurement period, such

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consumer's activity would be counted as two separate consumers;" and

•"An individual Dasher account is identified by a unique email address. If a Dasher
had accounts under two different email addresses, and such Dasher delivered orders
using both accounts during the measurement period, such Dasher's activity would be
counted as two separate Dashers."

As a related matter, you disclose that your local logistics platform includes approximately
300,000 merchants, and you disclose in footnote 1 that this calculation is "[b]ased on the
number of individual stores that have completed an order through DoorDash in the past
month, measured as of September 30, 2019."  Because you disclose elsewhere that you
have partnered with national chains, please clarify whether "individual stores," and
therefore "merchants," includes chain stores individually, or if chain stores are collectively
counted as one "merchant."
2.We note your disclosure that you have "already started to serve merchants in other
verticals, such as grocery and flowers, but [you] are still in the very early stages of
expanding beyond food."  To provide context for investors regarding your current growth
into other verticals, please disclose an estimate of the number of merchants you serve in
these other verticals for the periods presented in the filing, and the percentage of your total
revenue attributable to these other verticals.
The Offering, page 12
3.Here and throughout your filing, you disclose that "the Capital Stock Conversion will
occur immediately prior to the completion of this offering," but we cannot find in your
filing where the term "Capital Stock Conversion" is defined.  Please amend your filing to
provide greater detail about the Capital Stock Conversion, including which shares will
convert, the timing of the conversion, and any other relevant details.
Risk Factors
Risks Related to Our Business
"Systems failures and resulting interruptions in the availability of our website . . .", page 24
4.We note your disclosure that you have experienced system failures and other events or
conditions that interrupt the availability of your platform, and that you have in the past
voluntarily provided credits to merchants, consumers, and Dashers to compensate for
related harm.  Please describe the circumstances of these past events, including the
magnitude of the incidents and the consequences to your business, if material.  Please also
provide an estimate of the extent of your liability for credits voluntarily provided by you
to compensate for related harm.
"We face certain risks associated with our pay model for Dashers. . .", page 25
5.We note your disclosure that "[yo]ur pay model for Dashers, particularly with respect to

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gratuities for Dashers, has previously led, and may continue to lead, to negative publicity,
lawsuits, and government inquiries."  Please amend your filing to provide more detail
regarding the specific aspects of your pay model, including those related to gratuities, that
have caused this negative publicity and other issues, and whether and how you have
addressed or plan to address them.
"If we fail to manage our growth effectively . . .", page 26
6.You disclose that "[you] have experienced rapid growth in [y]our headcount, the number
of users on [y]our platform, [y]our geographic reach, and [y]our operations, and
[you] expect to continue to experience growth in the future."  Please define "headcount" as
it relates to the growth in your platform.  In this regard, you refer to merchants,
consumers, and Dashers as your three key constituencies, but it is unclear whether
headcount relates to one or more of these constituencies, or another metric you track.
"We have been subject to cybersecurity incidents . . .", page 29
7.We note your disclosure that you have previously experienced cybersecurity breaches and
other instances, including in September 2019.  Please describe the additional breaches and
instances, if material.  Please include a discussion of the magnitude of the September 2019
incident and other relevant incidents and their consequences, including steps you took to
remediate the specific issues disclosed in your filing.  Please discuss any related costs or
other consequences to your business in your "Management's Discussion and Analysis of
Financial Condition and Results of Operations," if applicable.
"We primarily rely on Amazon Web Services to deliver . . .", page 46
8.Please file your commercial agreement with AWS as an exhibit to your registration
statement, or tell us why you do not believe you are required to do so.  See Item
601(b)(10) of Regulation S-K.
"Our amended and restated bylaws will designate . . .", page 63
9.We note your disclosure that "[i]f a court were to find the exclusive forum provision in
[y]our amended and restated bylaws to be inapplicable or unenforceable in an action,
[you] may incur additional costs associated with resolving the dispute in other
jurisdictions."  Please revise to more fully discuss whether and why there is any question
as to whether a court would enforce this provision.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
78
10.We note your references throughout the filing to your "Marketplace," including disclosure
regarding total sales and orders on your Marketplace for the periods presented.  However,
we were unable to find disclosure defining your "Marketplace" in your filing.  In an
appropriate place in your filing, please disclose the definition of Marketplace.

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11.Please address here the material challenges and risks to your business as you implement
the material components of your growth strategy such as increasing merchant selection,
cost-effectively attracting consumers, and enhancing your competitive position.  Also
discuss the material challenges and risks posed by relevant economic or industry-wide
factors.  Refer to Section III.A of Securities Act Release No. 33-8350 (Dec. 29, 2003).  As
a related matter, please describe any known trends or uncertainties that have had, or that
you reasonably expect will have, a material favorable or unfavorable impact on revenue or
results of operations.  Refer to Item 303(a) of Regulation S-K and Section III.B.3 of
Release No. 33-8350.
12.We note your disclosure in your risk factor on page 25 that "[w]e have also launched, and
may in the future launch, certain changes to the rates and fee structure for Dashers that
utilize our platform, which may not ultimately be successful in attracting and retaining
Dashers.  For example, in September 2019, we implemented a change to our pay model
which led to an increase in Dasher compensation and incentives and which may result in
an increase to the fees we charge to consumers, which in turn could affect our ability to
attract and retain consumers."  Please provide more detail regarding the specific changes
to your pay model, the impact on your business and operations related to this pay model
change, and whether you expect to continue to change your pay model in the future.
Merchants, page 78
13.We note that you enter into contractual agreements with merchants and Dashers.  In an
appropriate place in your filing, please describe the material terms of your agreements
with merchants and Dashers.  For example, describe the typical length of these
agreements, any terms related to termination of the agreements, etc.  Please also discuss
any known trends or uncertainties relating to these agreements that could reasonably have
a material favorable or unfavorable impact on net revenue, including, but not limited
to, the length of these agreements and any exclusivity or termination clauses, pursuant to
Item 303(a)(3)(ii) of Regulation S-K.
Our Business Model, page 81
14.We note your disclosure that you "generate the substantial majority of [y]our revenue
from commissions charged to merchants and fees paid by consumers for orders completed
on [y]our Marketplace."  Please disclose the percentage of your total revenue
attributable to commissions from merchants and the percentage attributable to fees from
consumers, respectively, for the periods presented.  Please also disclose your other sources
of revenue, and their respective percentages of total revenue.
15.With a view to understanding your business model, please amend your filing to provide
more detail regarding how you generate revenue from fees paid by consumers.  For
example, disclose whether consumers pay flat fees or variable fees per order based on
order total.  In this regard, we note your disclosure on page 121 that your subscription
service, DashPass, costs $9.99 for a monthly subscription fee, but it is unclear how

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consumers who do not subscribe to DashPass are charged fees for your services.
Factors Affecting Our Performance
Cost-effectively attract consumers and increase their engagement, page 87
16.We note your disclosure that you offer certain promotions to drive consumer acquisition
and activation, such as a $0 delivery fee and discounted delivery fees for a consumer's
first month using DoorDash.  We also note your disclosure elsewhere that you offer
various incentives to Dashers, which are primarily recorded within Dasher payout and
reduce revenue.  In an appropriate place in your filing, please provide qualitative and
quantitative disclosure discussing your reliance on these incentives, and the extent to
which you will rely on these historical incentives in future periods.

Please also explain how you measure the effectiveness of your Dasher and consumer
acquisition efforts.  In this regard, we note your disclosure on page 123 that you "closely
manage [y]our acquisition efforts to ensure that each channel and initiative has a
quantifiable return on investment within a reasonable window of time."  Please clarify
how you determine whether this return on investment demonstrates a successful
acquisition effort.
17.We note your disclosure that "[c]onsumers that subscribe to DashPass have higher order
frequency relative to non-subscribers."  To provide context for this disclosure, please
disclose the percentage of your total consumers that use DashPass compared to those that
do not, and quantify the order frequency for DashPass and non DashPass consumers,
respectively.
Business, page 106
18.Please provide support for the following statements, or characterize them as management's
opinions or beliefs:

•"[c]onsumers value frictionless online shopping experiences and on-demand delivery
and are willing to pay for these conveniences;"

•"[c]onsumers' expectations of ease and immediacy with every purchase has been a
boon for some companies but damaging for many others, particularly local
businesses;"

•"many local businesses lack the capabilities to reach today's consumers or deliver to
consumers off-premise;" and

•"[t]he improving value proposition of local logistics platforms, including DoorDash,
with wider selection than ever before, increasing convenience, and lower consumer
fees have contributed to increasing off-premise consumption" (see page 114).

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Our Business, page 107
19.We note your disclosure that, "[i]n 2018, [you] generated Marketplace GOV of $2.8
billion, which represented less than one percent of the $287.6 billion off-premise spend at
restaurants and other consumer foodservices in the United States during the same period."
To provide context for investors, please define "off-premise spend," and discuss the extent
to which it is comparable to your Marketplace GOV metric.  Please also clearly disclose
how this off-market spend "highlights the significant runway that [you] have in food
alone," including an explanation of what is meant by "significant runway."  Make
conforming changes to your filing.
Why Merchants Win with DoorDash, page 111
20.We note your disclosure that you "offer [to merchants] additional business enablement
services that solve challenges including insights and analytics, merchandising, payment
processing, and customer support."  In an appropriate place in your filing, please disclose
how you charge merchants and generate fees for these additional services, and the
percentage of your total revenue attributable to your offering of these additional services.
Our Opportunity, page 114
21.We note your disclosure that total consumers on your platform in Canada grew 195%
year-over-year in September 2019, based on the number of individual consumer accounts
that have completed an order on your Marketplace in Canada during the months of
September 2018 and September 2019.  To put this large growth percentage into context,
please disclose the percentage of your total revenue attributable to your operations in
Canada.
Our Growth Strategy, page 116
22.With a view to understanding how you measure your consumer engagement, please
amend your filing to include a definition of "consumer wallet share."  Because you
disclose that you "expect to gain additional consumer wallet share" as you continue to add
new categories beyond food, include a discussion of how and whether you currently
measure consumer wallet share, and the measures of consumer wallet share for the periods
presented.  As a related matter, please define "churned" or "lapsed" consumers, disclosed
on page 119, to provide context for how these terms relate to consumer engagement for
merchants.
Our Offerings
Payment Processing, page 119
23.You disclose that "DoorDash handles payment acceptance from consumers, which means
merchants do not need to be concerned with credit card authorization, chargebacks, or
fraud."  With a view to understanding your business model, please briefly describe how

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