SecProbe.io

October 10, 2024
Mark McClain
Chief Executive Officer
SailPoint Parent, LP
11120 Four Points Drive, Suite 100
Austin, TX 78726
Re:SailPoint Parent, LP
Draft Registration Statement on Form S-1
Submitted September 12, 2024
CIK No. 0002030781
Dear Mark McClain:
            We have reviewed your draft registration statement and have the following comments.
            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 a comment applies 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 this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Cover Page
1.We note that you intend to apply to list your shares on an exchange. Please revise the
cover page to address whether the offering is contingent upon receiving authorization
to list on a certain exchange and to state, if true, that no assurance can be given that
your listing application will be approved.
2.We note that Thoma Bravo will own a majority of the company’s outstanding
common stock following the offering. Please provide a cross-reference to the related
risk factor disclosure on page 59.

October 10, 2024
Page 2
Corporate Conversion, page 10
3.Provide pro forma financial information to give effect to the Corporate Conversion
pursuant to Rule 11-01(a)(2) of Regulation S-X. Also, it appears the repayment of
outstanding borrowings under the Credit Facilities may be a material transaction for
which pro forma effect is required to be given pursuant to Rule 11-01(a) of Regulation
S-X. Regarding your disclosures in the Capitalization table, note pursuant to Rule 11-
02(a)(12)(ii) that amounts depicted in the filing that are labeled as pro forma should
give effect to all material transactions for which pro forma effect is required to be
given.
Prospectus Summary
Key Business Metrics, page 18
4.Here and in your MD&A, please revise these charts to define "YoY Growth."
Business
Our Market Opportunity, page 30
5.Please disclose the assumptions and limitations of your market opportunity which you
estimate to be approximately $55 billion in 2024.
Risk Factors
Our business depends, in part, on sales to the public sector, which are subject to a number of
challenges and risks..., page 30
6.You disclose that you derive a portion of your revenue from sales to federal, state,
local, and foreign government customers. To the extent material, disclose the portion
of your revenue generated by sales to government entities.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Our Business Model, page 74
7.Here you discuss your number of customers with over $250,000 and $1,000,000 of
ARR as of July 31, 2024. Elsewhere you disclose that you had over 2,800 customers
as of July 31, 2024. In order to provide more context for the disclosures about your
number of customers, please revise to disclose your total number of customers and
your number of customers at each ARR level as of the end of each financial statement
period included in your registration statement.
Key Business Metrics, page 76
8.Regarding your calculations of Annual Recurring Revenue and SaaS Annual
Recurring Revenue, please disclose the extent the disclosed metrics reflect revenue
from expired contracts.
Non-GAAP Financial Measures
Adjusted Operating Income and Adjusted Operating Margin, page 81
9.Please disclose here and in Note 11 the nature of the services provided under
the advisory services agreement with an affiliate of Thoma Bravo. Tell us and disclose
if it is reasonably likely you will receive similar services in the future. Explain to us
your consideration of Item 10(e)(1)(ii)(B) of Regulation S-K.

October 10, 2024
Page 3
Unlevered Free Cash Flow, page 82
10.Remove from the calculation of your non-GAAP liquidity measure all adjustments
that were settled in cash. We refer you to Item 10(e)(1)(ii)(A) of Regulation S-
K which prohibits excluding charges or liabilities that required, or will require, cash
settlement, from non-GAAP liquidity measures.
11.Revise the adjustment "Cash paid for interest, net of taxes," to present it on a gross
basis along with a separate adjustment for income taxes. Refer to the guidance in
Question 102.11 of the Division's C&DIs on non-GAAP financial measures.
Results of Operations, page 85
12.We note the non-GAAP presentation and discussion of combined results for the
combined period ended January 31, 2023, that appears to reflect unadjusted sums
of results of operations of the Predecessor period from February 1, 2022 through
August 15, 2022, and the Successor period from August 16, 2022 to January 31, 2023.
We further note your disclosure that this combination does not comply with Article 11
of Regulation S-X. If you determined that a supplemental discussion in MD&A based
on pro forma financial information is appropriate, then the pro forma financial
information may be presented in a format consistent with Article 11 of Regulation S-
X.  Such pro forma financial information should not be discussed in isolation in
Management's Discussion and Analysis or presented with greater prominence than the
discussion of the historical financial statements required by Item 303 of Regulation S-
K. Please revise here and throughout the filing.
Comparison for Fiscal 2023 and Fiscal 2024, page 88
13.We note while revenues increased in 2024 your subscription gross profit margin and
total gross profit margin declined. Please discuss any underlying cause and indicate if
this represents a trend that could impact future results. In this regard, please
describe in accordance with Item 303(b)(2)(ii) of Regulation S-K any known trends or
uncertainties that have had and/or are reasonably likely to have a material favorable or
unfavorable impact on net sales or revenues or income from continuing operations.
Technology, page 120
14.Please expand your disclosure to specifically address how Identity Cube is used in
conjunction with the company’s other solutions. Specifically, clarify whether it is
available to customers who use Security Cloud and/or IdentityIQ.
General
15.We note that you use artificial intelligence (AI) and automation throughout your
platform to enhance decision-making and accelerate risk detection. Please revise to:
•disclose whether the algorithms used in your products and services are proprietary
or open-source; and
•describe how you validate these algorithms and any processes by which you
attempt to mitigate algorithmic hallucinations.

October 10, 2024
Page 4
16.Please supplementally provide us with copies of all written communications, as
defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so
on your behalf, present to potential investors in reliance on Rule 163B of the
Securities Act, whether or not they retain copies of the communication.
            Please contact Joseph Kempf at 202-551-3352 or Robert Littlepage at 202-551-3361
if you have questions regarding comments on the financial statements and related
matters. Please contact Alexandra Barone at 202-551-8816 or Mitchell Austin at 202-551-
3574 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Bradley Reed