SecProbe.io

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 Document Compass, Inc. 110 Fifth Avenue, 4 th Floor New York, NY 10011 November 28, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Pam Howell Re: Compass, Inc. Registration Statement on Form S-4 File No. 333-291556 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Compass, Inc. (the “Company”) hereby requests acceleration of the effective date of the above referenced Registration Statement to 4:00 p.m., Eastern Time, on December 2, 2025, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, request by telephone that such Registration Statement be declared effective. Please contact Ross M. Leff of Kirkland & Ellis LLP at (212) 446-4947 as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter. Sincerely, Compass, Inc. /s/ Ethan Glass Ethan Glass Chief Legal Officer and Corporate Secretary cc: Robert Reffkin Founder and Chief Executive Officer Compass, Inc. Joshua Kogan, P.C. Ross Leff, P.C. Rachael Coffey, P.C. Kirkland & Ellis LLP Steven A. Rosenblum Hannah Clark Wachtell, Lipton, Rosen & Katz

October 7, 2024
Robert Reffkin
Chairman of the Board of Directors and Chief Executive Officer
Compass, Inc.
110 Fifth Avenue, 4th Floor
New York, NY 10011
Re:Compass, Inc.
Definitive Proxy Statement on Schedule 14A
File No. 001-40291
Filed April 18, 2024
Dear Robert Reffkin:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

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Document

September 27, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Disclosure Review Program

100 F Street, N.E.

Washington, D.C. 20549

Attention: Charlotte Young and Amanda Ravitz

Re:  Compass, Inc.

 Definitive Proxy Statement on Schedule 14A

 File No. 001-40291

 Filed April 18, 2024

Ladies and Gentlemen:

Compass, Inc. (the “Company”) respectfully submits this letter in response to the comment contained in the letter to the Company dated September 19, 2024 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 18, 2024. For the convenience of the Staff, the comment is reproduced in bold below, followed by the Company’s response.

Definitive Proxy Statement on Schedule 14A

Pay Versus Performance, page 50

1.It appears that you have included the net income (loss) attributable to Compass, Inc. in column (h) of your pay versus performance table in lieu of net income (loss) as required by Item 402(v)(2)(v) of Regulation S-K. Please include net income (loss), as reported in your audited GAAP financial statements, in column (h) for all years covered by the table and revise your remaining Item 402(v) of Regulation S-K disclosure accordingly. Refer to Regulation S-K Compliance and Disclosure Interpretation 128D.08. Please note that you may voluntarily provide supplemental measures of net income or financial performance, so long as any additional disclosure is “clearly identified as supplemental, not misleading, and not presented with greater prominence than the required disclosure.” See Pay Versus Performance, Release No. 34-95607 (August 25, 2022) [87 FR 55134 (September 8, 2022)] at Section II.F.3.

Response: The Company acknowledges the Staff’s comment and hereby advises the Staff that beginning with the upcoming Definitive Proxy Statement to be filed in 2025, the Company will report “Net Income (Loss)” in column (h) of the Company’s pay versus performance table as required by Item 402(v)(2)(v) of Regulation S-K and as reported in the Company’s audited financial statements.

For reference, the Company has included below the relevant revised disclosures for the Definitive Proxy Statement on Schedule 14A filed on April 18, 2024 (the “Original Proxy Statement”). As shown in the revised disclosures, for the fiscal year 2023, “Net Income (Loss)” should have been disclosed as $(320.1) million instead of $(321.3) million as disclosed in the Original Proxy Statement, the latter amount reflecting “Net income (loss) attributable to Compass, Inc.”  The difference between “Net Income (Loss)” as required by 402(v)(2)(v) of Regulation S-K and “Net Income (Loss) attributable to Compass, Inc.” for the fiscal year 2023 was only $1.2 million, or 0.4%, which the Company believes is immaterial.   For the fiscal years 2022 and 2021, “Net Income (Loss)” as required by 402(v)(2)(v) of Regulation S-K and “Net Income (Loss) attributable to Compass, Inc.” were equal to each other and therefore, the amounts were accurately presented.

Revised Table (stricken and underlined figures for Net Income (Loss) for 2023 reflect original and revised amounts, respectively):

Year Summary Compensation Table Total for CEO(1)

 Compensation Actually Paid to CEO(1)(2)

 Average Summary Compensation Table Total for Non-CEO NEOs(3)

 Average Compensation Actually Paid to Non-CEO NEOs(2)(3)

 Value of Initial Fixed $100 Investment Based On: Net Income (Loss)

(in millions)

 Company Selected Measure - Free Cash Flow(6)

(in millions)

Total Shareholder Return(4)

 Peer Group Total Shareholder Return(5)

       $ (321.3)

2023 $ 7,678,320   $ 4,618,991   $ 2,969,135   $ 3,012,025   $ 18.66   $ 34.36   $ (320.1)  $ (37.1)

2022 $ 411,156   $ (86,430,991)  $ 2,871,847   $ (1,132,030)  $ 11.56   $ 23.05   $ (601.5)  $ (361.8)

2021 $ 89,915,376   $ 29,387,757   $ 2,442,874   $ 25,732   $ 45.11   $ 67.17   $ (494.1)  $ (78.7)

[Footnotes are omitted as they are unchanged from the Original Proxy Statement]

Since the difference in the amounts is immaterial, it would not have a discernible impact on the graph showing “Compensation Actually Paid vs. Net Loss” in the Original Proxy Statement.

Please do not hesitate to contact the undersigned at (773) 350-4133 or Bradley Serwin at (707) 266-4564 if you need additional information or if you wish to discuss the above response.

212 913 9058      |      110 Fifth Avenue, 4th Floor, New York, New York 10011      |      compass.com

Very truly yours,

Compass, Inc.

/s/ Kalani Reelitz

Kalani Reelitz

Chief Financial Officer

cc:

 Bradley Serwin, General Counsel and Corporate Secretary

 Scott Wahlers, Chief Accounting Officer

 Amy C. Seidel, Faegre Drinker Biddle & Reath LLP

212 913 9058      |      110 Fifth Avenue, 4th Floor, New York, New York 10011      |      compass.com

September 19, 2024
Robert Reffkin
Chairman of the Board of Directors and Chief Executive Officer
Compass, Inc.
110 Fifth Avenue, 4th Floor
New York, NY 10011
Re:Compass, Inc.
Definitive Proxy Statement on Schedule 14A
File No. 001-40291
Filed April 18, 2024
Dear Robert Reffkin:
            We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comment(s).
            Please respond to this letter by providing the requested information and/or confirming that
you will revise your future proxy disclosures in accordance with the topics discussed below. If
you do not believe a comment applies to your facts and circumstances, please tell us why in your
response.
            After reviewing your response to this letter, we may have additional comments.
Definitive Proxy Statement on Schedule 14A
Pay Versus Performance, page 50
1.It appears that you have included the net income (loss) attributable to Compass, Inc. in
column (h) of your pay versus performance table in lieu of net income (loss) as required
by Item 402(v)(2)(v) of Regulation S-K. Please include net income (loss), as reported in
your audited GAAP financial statements, in column (h) for all years covered by the table
and revise your remaining Item 402(v) of Regulation S-K disclosure accordingly. Refer to
Regulation S-K Compliance and Disclosure Interpretation 128D.08. Please note that you
may voluntarily provide supplemental measures of net income or financial performance,
so long as any additional disclosure is “clearly identified as supplemental, not misleading,
and not presented with greater prominence than the required disclosure.” See Pay Versus
Performance, Release No. 34-95607 (August 25, 2022) [87 FR 55134 (September 8,
2022)] at Section II.F.3.

September 19, 2024
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Charlotte Young at 202-551-3280 or Amanda Ravitz at 202-551-3412 with
any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

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Response Letter No. 4

 James D. Evans

jevans@fenwick.com | 206.389.4559

 March 29, 2021

 VIA
EDGAR

 Securities and Exchange Commission

Washington, D.C. 20549

Attention:

Jan Woo, Legal Branch Chief

Matthew Crispino, Staff Attorney

Craig Wilson, Senior Advisor

Laura Veator, Staff Accountant

Re:

Compass, Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed March 23, 2021

File No. 333-253744

 Ladies and Gentlemen:

We are submitting this letter on behalf of Compass, Inc. (the “Company”) in response to the comments of the staff (the
“Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated March 25, 2021 (the “Letter”), regarding the
Company’s Registration Statement on Form S-1 (File No. 333-253744) originally filed by the Company with the Commission on March 1, 2021, and as amended on
March 23, 2021 (the “Registration Statement”). Concurrently herewith, we are transmitting Amendment No. 2 to the Registration Statement (“Amendment No. 2”).
The numbered paragraphs below correspond to the numbered comments in the Letter and the Staff’s comments are presented in bold italics.

In addition to addressing the comments raised by the Staff in the Letter, the Company has revised Amendment No. 2 to update certain other
disclosures. Capital terms used and not otherwise defined herein have the same meanings as specified in Amendment No. 2.

 Amendment No. 1 to
Form S-1 filed March 23, 2021

 Risk Factors

We may not be able to maintain or establish relationships with multiple listing services and third- party listing services..., page 25

1.
 Please explain the anticompetitive practices that underlie your complaint against the Real Estate Board
of New York and disclose if they have had, or may have, a material impact on the company.

 Securities and Exchange Commission

March 29, 2021

 Page 2

  The Company advises the Staff that, in its complaint, it alleged that the Real Estate Board of New York
(“REBNY”) violated antitrust laws by conspiring with two other New York brokerages to seek to prevent or slow the Company’s ability to recruit agents representing property owners in Manhattan and certain adjacent areas
of Queens and Brooklyn. The Company further alleged that, to advance this strategy, REBNY adopted a punitive rule that interferes with the ability of new agents who join the Company from another brokerage to interact with their existing clients
(even in cases where the clients initiate contact with the Company agent).

   Notwithstanding the above, the Company does not
believe the alleged conduct has had, or is likely to have, a material impact on the Company as a whole, and has revised its disclosure on page 25 of Amendment No. 2 accordingly.

Consolidated Financial Statements

 Notes to
Consolidated Financial Statements

 16. Subsequent Events

17. Subsequent Events (Unaudited), page F-50

2.
 Please disclose the estimated unrecognized compensation expense associated with your equity awards issued
subsequent to December 31, 2020, if material for the periods over which it will be recognized. Refer to ASC
855-10-50-2.

  In response to the Staff’s comment, the Company has revised its disclosure on page
F-51 of Amendment No. 2.

   Should the Staff have additional questions or comments
regarding the foregoing, please do not hesitate to contact me at (206) 389-4559, or, in my absence, Ran Ben-Tzur, at
(650) 335-7613.

 Sincerely,

/s/ James D. Evans

James D. Evans

Partner

 cc: Via E-mail

       Kristen Ankerbrandt, Compass, Inc. (w/o enclosures)

      Brad Serwin, Compass, Inc. (w/o enclosures)

      Scott Wahlers, Compass, Inc. (w/o enclosures)

      Michael Esquivel, Fenwick & West LLP (w/o enclosures)

      Ran Ben-Tzur, Fenwick & West LLP (w/o enclosures)

      Morgan Sawchuk, Fenwick & West LLP (w/o enclosures)

      Michael Shaw, Fenwick & West LLP (w/o enclosures)

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Underwriter Acceleration Request

 Goldman Sachs & Co. LLC

200 West Street

 New York, NY 10282

 Morgan Stanley & Co. LLC

1585 Broadway

 New York, New York
10036

 March 29, 2021

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Compass, Inc.

 Registration Statement on Form S-1 (File No. 333-253744)

 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 Compass, 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 March 31, 2021, or as soon thereafter as practicable.

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 2,032 copies of the Company’s Preliminary Prospectus dated March 23, 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/ William D. Connolly III

Name: William D. Connolly III

Title: Managing Director

MORGAN STANLEY & CO. LLC

By:

 /s/ Jeff Hoffmeister

Name: Jeff Hoffmeister

Title: Managing Director

 [Signature Page to
Underwriters’ Acceleration Request Letter]

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Company Acceleration Request

 Compass, Inc.

90 Fifth Avenue, 3rd Floor

 New York, New York 10011

March 29, 2021

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, NE

 Washington, DC 20549

Attention:

 Jan Woo, Legal Branch Chief

 Matthew
Crispino, Staff Attorney

 Craig Wilson, Senior Advisor

 Laura
Veator, Staff Accountant

Re:

Compass, Inc. Registration Statement on Form S-1 (File No. 333-253744) originally filed March 1, 2021, as amended, and corresponding
Registration Statement on Form 8-A (File No. 001-40291) filed March 24, 2021

 Requested Date: March 31, 2021

Requested Time: 4:00 PM Eastern Time

 Ladies and Gentlemen:

Compass, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission take appropriate action to
declare the above-captioned Registration Statements on Form S-1 and Form 8-A effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.

The Registrant hereby authorizes James D. Evans or Ran D. Ben-Tzur, both of whom are attorneys with the Registrant’s outside legal
counsel, Fenwick & West LLP, to orally modify or withdraw this request for acceleration.

 The Registrant requests that it be
notified of such effectiveness by a telephone call to Mr. Evans at (206) 389-4559 or, in his absence,
Mr. Ben-Tzur at (650)
335-7613.

 * * *

Sincerely,

COMPASS, INC.

By:

 /s/ Brad Serwin

Brad Serwin

General Counsel and Corporate Secretary

cc:
 Robert Reffkin, Chief Executive Officer

Kristen Ankerbrandt, Chief Financial Officer

Compass, Inc.

 James D.
Evans, Esq.

 Ran D. Ben-Tzur, Esq.

Morgan A. Sawchuk, Esq.

 Michael
M. Shaw, Esq.

 Fenwick & West LLP

[Signature Page to Company Acceleration Request Letter]

United States securities and exchange commission logo
March 25, 2021
Robert Reffkin
Founder and Chief Executive Officer
Compass, Inc.
90 Fifth Avenue, 3rd Floor
New York, New York 10011
Re:Compass, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed March 23, 2021
File No. 333-253744
Dear Mr. Reffkin:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Form S-1 filed March 23, 2021
Risk Factors
We may not be able to maintain or establish relationships with multiple listing services and third-
party listing services..., page 25
1.Please explain the anticompetitive practices that underlie your complaint against the Real
Estate Board of New York and disclose if they have had, or may have, a material impact
on the company.

 FirstName LastNameRobert Reffkin
 Comapany NameCompass, Inc.
 March 25, 2021 Page 2
 FirstName LastName
Robert Reffkin
Compass, Inc.
March 25, 2021
Page 2
Consolidated Financial Statements
Notes to Consolidated Financial Statements
16. Subsequent Events
17. Subsequent Events (Unaudited), page F-50
2.Please disclose the estimated unrecognized compensation expense associated with your
equity awards issued subsequent to December 31, 2020, if material for the periods over
which it will be recognized.  Refer to ASC 855-10-50-2.
            You may contact Laura Veator, Staff Accountant, at (202) 551-3716 or Craig Wilson,
Senior Advisor, at (202) 551-3226 if you have questions regarding comments on the financial
statements and related matters. Please contact Matthew Crispino, Staff Attorney, at (202) 551-
3456 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jamie Evans

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Response Letter No. 3

 1191 Second Avenue

206.389.4510

 10th Floor

 Fenwick.com

 Seattle, WA 98101

 James D. Evans

 jevans@fenwick.com | 206.389.4559

 March 23, 2021

 VIA EDGAR

 Securities and Exchange Commission

 Washington,
D.C. 20549

Attention:

Jan Woo, Legal Branch Chief

Matthew Crispino, Staff Attorney

Craig Wilson, Senior Advisor

Laura Veator, Staff Accountant

Re:

Compass, Inc.

Registration Statement on Form S-1

Filed March 1, 2021

File No. 333-253744

 Ladies and Gentlemen:

We are submitting this letter on behalf of Compass, Inc. (the “Company”) in response to the comments of the staff (the
“Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated March 16, 2021 (the “Letter”), regarding the
Company’s Registration Statement on Form S-1 (File No. 333-253744) (the “Registration Statement”) as originally filed by the Company
with the Commission on March 1, 2021. Concurrently herewith, we are transmitting Amendment No. 1 to the Registration Statement (“Amendment No. 1”). The numbered paragraphs below
correspond to the numbered comments in the Letter and the Staff’s comments are presented in bold italics.

 In addition to addressing
the comments raised by the Staff in the Letter, the Company has revised Amendment No. 1 to update certain other disclosures. Capital terms used and not otherwise defined herein have the same meanings as specified in Amendment No. 1.

Registration Statement on Form S-1

Summary Consolidated Financial and Other Data

 Key
Business Metrics and Non-GAAP Financial Measures, page 17

1.
 Your presentation of Adjusted EBITDA margin should be accompanied by the measure calculated using
the most directly comparable GAAP measure. Accordingly, please also disclose Net Loss Margin for each period presented.

 Securities and Exchange Commission

March 23, 2021

  Page
 2

This comment applies throughout your filing where you present Adjusted EBITDA margin. Please refer to the Commissions “Conditions for Use of Non-GAAP
Financial Measures” Release No. 33- 8176, footnote 27.

 In
response to the Staff’s comment, the Company has revised its disclosure on pages 17, 63, 69 and 75 of Amendment No. 1.

 Risk Factors

Our restated certificate of incorporation and amended and restated bylaws..., page 48

2.
 You state that the Federal Forum Provision will not apply to suits brought to enforce any duty or
liability created by the Exchange Act. Article XII of your Restated Certificate of Incorporation, however, states that “the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint
asserting a cause of action arising under the Securities Act, or any successor thereto or, to the fullest extent permitted by law, under the Exchange Act.” Please revise your risk factor or advise.

In response to the Staff’s comment, the Company has revised its disclosure on pages 48 and 177 of Amendment No. 1.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Non-GAAP Financial Measures

Adjusted EBITDA and Adjusted EBITDA Margin, page 73

3.
 Your disclosure includes explanations for changes in Adjusted EBITDA between periods but does not
include explanations for changes in net loss, the most directly comparable GAAP measure. Please revise your disclosures accordingly. Refer to Item 10(e)(1)(i) of Regulation S-K and the Division of Corporation
Finance’s Non-GAAP Compliance and Disclosure Interpretation 102.10.

In response to the Staff’s comment, the Company has revised its disclosure on page 75 of Amendment No. 1.

Components of Results of Our Operations, page 78

4.
 Please disclose the amount of compensation expense that will be recognized immediately upon the
effectiveness of your IPO, related to both equity grants prior to December 31, 2020 and equity grants issued subsequent to December 31, 2020.

 Securities and Exchange Commission

March 23, 2021

  Page
 3

Please also disclose the total unrecognized compensation expense associated with these grants and the period over which it will be recognized. Please refer to ASC
855-10-50-2.

The Company respectfully refers the Staff to the following disclosure on page 98 of Amendment No. 1:

If this offering had been completed on December 31, 2020, we would have recorded a cumulative stock-based compensation expense of
$109.1 million for those RSUs for which the service-based vesting condition had been satisfied, and would have $102.4 million of unrecognized compensation expense that represents the RSUs that had not met the service- based vesting
condition as of December 31, 2020. We expect to recognize the unrecognized compensation expense over a weighted-average period of 1.6 years.

In addition, in response to the Staff’s comment, the Company has added the following disclosure to page 98 of Amendment No. 1:

Beginning in December 2020, we stopped granting RSUs with liquidity event-based vesting conditions. Accordingly, stock-based compensation
expenses related to RSUs granted in December 2020 and thereafter will be expensed over the applicable service period.

 Commissions and other
transaction-related expense, page 79

5.
 Your disclosure indicates that “commissions and other transaction-related expense”
primarily consists of commissions paid to your agents as well as stock-based compensation expense related to your agent equity program. As such, it does not appear to actually include other transaction related expenses associated with the purchase
and sale of a home. Tell us how you considered naming this expense category “commissions and other agent expenses,” in order to more appropriately describe the components.

The Company advises the Staff that the commissions paid to its affiliated agents in connection with home sale transactions are the most
significant item included in the “commissions and other transaction-related expense” line item. This line item also includes stock-based compensation expenses relating to the Company’s agent equity program when agents elect to receive
stock-based awards in lieu of cash as well as fees paid to external brokerages for client referrals. The referral fees paid to external brokerages are recognized at the time of the real estate transaction (i.e. purchase or sale of a home).
Additionally, as discussed on page 80 of Amendment No. 1, certain of the fees the Company charges to its agents are recognized at the time of a real estate transaction.

 Securities and Exchange Commission

March 23, 2021

  Page
 4

 When considering the name for this financial statement line item, the Company considered
these commission-related items that are recognized at the time of the real estate transaction as the “other transaction-related expenses.” To avoid any ambiguity that this financial statement line item includes all expenses related to the
real estate transaction, the Company has globally revised the name of this expense category in Amendment No. 1 to refer to “commissions and other related expenses,” and has added disclosure to pages 80 and F-18 to include reference to the referral fees paid to external brokerages.

 Critical Accounting Policies and
Estimates Common Stock Valuations, page 96

6.
 In your letter dated March 3, 2021 you indicate that you reassessed the
historical estimated fair value of your common stock for financial reporting purposes and determined that you would apply a linear interpolation for the value per share of common stock between the August 2020 valuation and the midpoint of your
preliminary price range to determine the fair value of your common stock for accounting purposes for the stock options and RSUs granted subsequent to the August 2020 Valuation. Please clarify your disclosure accordingly.

 In response to the Staff’s comment, the Company has revised its disclosure on page 99 of Amendment No. 1.

Consolidated Financial Statements

 Notes to
Consolidated Financial Statements

 2 Summary of Significant Accounting Policies

Revenue Recognition, page F-17

7.
 We continue to consider your response to prior comment 3.

The Company respectfully acknowledges the Staff’s comment and is available to discuss any Staff questions at their convenience.

 Securities and Exchange Commission

March 23, 2021

  Page
 5

 Should the Staff have additional questions or comments regarding the foregoing, please do not
hesitate to contact me at (206) 389-4559, or, in my absence, Ran Ben-Tzur, at (650) 335-7613.

Sincerely,

/s/ James D. Evans

James D. Evans

Partner

cc:
 Via E-mail

Kristen Ankerbrandt, Compass, Inc. (w/o enclosures)

Brad Serwin, Compass, Inc. (w/o enclosures)

Scott Wahlers, Compass, Inc. (w/o enclosures)

Michael Esquivel, Fenwick & West LLP (w/o enclosures)

Ran Ben-Tzur, Fenwick & West LLP (w/o enclosures)

Morgan Sawchuk, Fenwick & West LLP (w/o enclosures)

Michael Shaw, Fenwick & West LLP (w/o enclosures)

United States securities and exchange commission logo
March 16, 2021
Robert Reffkin
Founder and Chief Executive Officer
Compass, Inc.
90 Fifth Avenue, 3rd Floor
New York, New York 10011
Re:Compass, Inc.
Registration Statement on Form S-1
Filed March 1, 2021
File No. 333-253744
Dear Mr. Reffkin:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our letter dated February 26,
2021.
Registration Statement on Form S-1
Summary Consolidated Financial and Other Data
Key Business Metrics and Non-GAAP Financial Measures, page 17
1.Your presentation of Adjusted EBITDA margin should be accompanied by the measure
calculated using the most directly comparable GAAP measure.  Accordingly, please also
disclose Net Loss Margin for each period presented.  This comment applies throughout
your filing where you present Adjusted EBITDA margin.  Please refer to the
Commissions "Conditions for Use of Non-GAAP Financial Measures" Release No. 33-
8176, footnote 27.

 FirstName LastNameRobert Reffkin
 Comapany NameCompass, Inc.
 March 16, 2021 Page 2
 FirstName LastNameRobert Reffkin
Compass, Inc.
March 16, 2021
Page 2
Risk Factors
Our restated certificate of incorporation and amended and restated bylaws..., page 48
2.You state that the Federal Forum Provision will not apply to suits brought to enforce any
duty or liability created by the Exchange Act. Article XII of your Restated Certificate of
Incorporation, however, states that "the federal district courts of the United States of
America shall be the exclusive forum for the resolution of any complaint asserting a cause
of action arising under the Securities Act, or any successor thereto or, to the fullest extent
permitted by law, under the Exchange Act." Please revise your risk factor or advise.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures
Adjusted EBITDA and Adjusted EBITDA Margin, page 73
3.Your disclosure includes explanations for changes in Adjusted EBITDA between periods
but does not include explanations for changes in net loss, the most directly comparable
GAAP measure.  Please revise your disclosures accordingly.  Refer to Item 10(e)(1)(i) of
Regulation S-K and the Division of Corporation Finance's Non-GAAP  Compliance and
Disclosure Interpretation 102.10.
Components of Results of Our Operations, page 78
4.Please disclose the amount of compensation expense that will be recognized immediately
upon the effectiveness of your IPO, related to both equity grants prior to December 31,
2020 and equity grants issued subsequent to December 31, 2020. Please also disclose the
total unrecognized compensation expense associated with these grants and the period over
which it will be recognized. Please refer to ASC 855-10-50-2.
Commissions and other transaction-related expense, page 79
5.Your disclosure indicates that “commissions and other transaction-related expense”
primarily consists of commissions paid to your agents as well as stock-based
compensation expense related to your agent equity program. As such, it does not appear to
actually include other transaction related expenses associated with the purchase and sale
of a home. Tell us how you considered naming this expense category “commissions and
other agent expenses,” in order to more appropriately describe the components.
Critical Accounting Policies and Estimates
Common Stock Valuations, page 96
6.In your letter dated March 3, 2021 you indicate that you reassessed the historical
estimated fair value of your common stock for financial reporting purposes and
determined that you would apply a linear interpolation for the value per share of common
stock between the August 2020 valuation and the midpoint of your preliminary price
range to determine the fair value of your common stock for accounting purposes for the

 FirstName LastNameRobert Reffkin
 Comapany NameCompass, Inc.
 March 16, 2021 Page 3
 FirstName LastName
Robert Reffkin
Compass, Inc.
March 16, 2021
Page 3
stock options and RSUs granted subsequent to the August 2020 Valuation.  Please clarify
your disclosure accordingly.
Consolidated Financial Statements
Notes to Consolidated Financial Statements
2 Summary of Significant Accounting Policies
Revenue Recognition, page F-17
7.We continue to consider your response to prior comment 3.
            You may contact Laura Veator, Staff Accountant, at (202) 551-3716 or Craig Wilson,
Senior Advisor, at (202) 551-3226 if you have questions regarding comments on the financial
statements and related matters. Please contact Matthew Crispino, Staff Attorney, at (202) 551-
3456 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jamie Evans

CORRESP
1
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CORRESP

 801 California Street

 Mountain View, CA
94041

 650.988.8500

 Fenwick.com

JAMES D. EVANS

March 3, 2021

EMAIL JEVANS@FENWICK.COM
DIRECT DIAL +1 (206) 389-4559

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE OMITTED PORTIONS, WHICH HAVE BEEN REPLACED WITH THE FOLLOWING PLACEHOLDER: “[***].” THE OMITTED PORTIONS HAVE BEEN BRACKETED IN THIS UNREDACTED COPY OF THE LETTER FOR EASE OF
IDENTIFICATION.

 VIA EDGAR AND OVERNIGHT DELIVERY

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, NE

 Washington, DC 20549

Attention:
 Jan Woo, Legal Branch Chief

Matthew Crispino, Staff Attorney

Craig Wilson, Senior Advisor

Laura Veator, Staff Accountant

Re:
 Compass, Inc.

 Registration Statement on Form S-1

 File No. 333-253744

Ladies and Gentlemen:

 On behalf of Compass,
Inc. (the “Company”), and in connection with the above-referenced Registration Statement on Form S-1 originally confidentially submitted by the Company with the Securities and
Exchange Commission (the “Commission”) on January 11, 2021 (in the form initially filed with the Commission on March 1, 2021, the “Registration Statement”), we submit this letter to the staff
of the Commission (the “Staff”) in response to the Staff’s comment 4 in its letter dated February 26, 2021, requesting an explanation of the differences between the fair values of the Company’s Class A
common stock (“Common Stock”) on each grant date, including the difference between the most recent grant date fair value and the midpoint of the Preliminary Price Range (as defined below), for awards granted by the Company in
the most recent six months.

 CONFIDENTIAL
TREATMENT REQUESTED BY COMPASS, INC.

 COMPASS-1

 Securities and Exchange Commission

Division of Corporation Finance

 March 3, 2021

 Page
 2

 Confidential Treatment Request

Because of the commercially sensitive nature of information contained herein, this submission is accompanied by the Company’s request for
confidential treatment of selected portions of this letter pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83 and the Freedom of Information Act.

Preliminary IPO Price Range

 We advise
the Staff that the Company currently anticipates that it will include a price range in its preliminary prospectus for the proposed offering that will be between $[***] and $[***] per share (the “Preliminary Price Range”),
with an estimated midpoint of $[***] per share (the “Midpoint”). The Company plans to effect a [***]-for-[***] forward stock split in connection
with its initial public offering (“IPO”) in a future amendment of the Company’s certificate of incorporation that will be filed with the Secretary of State of the State of Delaware in [***] (the “Stock
Split”). The Company expects to reflect the Stock Split in a pre-effective amendment to the Registration Statement that includes the actual price range; however, the share numbers and stock prices
set forth in this letter do not reflect the Stock Split and are all set forth on a pre-split basis.

The Preliminary Price Range has been determined based, in part, upon current market conditions and input received from the lead underwriters
on the proposed initial public offering (the “Offering”) on February 25, 2021 among the Company’s Board of Directors (the “Board”), senior management of the Company and representatives of
Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, the lead underwriters of the Offering. Prior to February 25, 2021, the Board and senior management of the Company had not together held formal discussions with the
underwriters regarding a price range for the Offering. The Preliminary Price Range does not take into account the current lack of liquidity for the Common Stock and assumes a successful Offering in [***], 2021, with no weighting attributed to any
other outcome for the Company’s business, such as remaining a privately held company or being sold to a third party.

 The Company
also notes that it will set forth a bona fide offering price range in a pre-effective amendment to the Registration Statement (the “Bona Fide Price Range”) prior to the distribution of
any preliminary prospectus, but the parameters of the Bona Fide Price Range will be subject to then-current market conditions, continuing discussions with the underwriters, as well as further business and market developments affecting the Company.
The spread within the Bona Fide Price Range will be no more than 20%. The Company expects to include the Bona Fide Price Range in a pre-effective amendment to the Registration Statement that would shortly
precede the commencement of the Company’s public marketing process, which it anticipates could commence as soon as [***], 2021.

 Fair Value
Determinations

 Given the absence of an active market for the Common Stock, the Board was required to estimate the fair value of the
Common Stock at the time of each stock option and restricted stock unit (“RSU”) grant based upon several factors, including the Board’s consideration of input from management including independent third-party valuations.

 CONFIDENTIAL
TREATMENT REQUESTED BY COMPASS, INC.

 COMPASS-2

 Securities and Exchange Commission

Division of Corporation Finance

 March 3, 2021

 Page
 3

 The Company supplementally advises the Staff that, as described on pages 95 and 96 of the
Registration Statement, the Board has considered a variety of factors in determining the fair value of the Common Stock for purposes of granting stock options to date. In valuing the Common Stock, the Board first determines the equity value of the
Company using valuation methods it deemed appropriate under the circumstances applicable at each valuation date, including combinations of market and income approaches with input from management, as discussed below.

As outlined below, the fair value of the Common Stock increased significantly since the date of its August 2020 Valuation (as defined below).
Although the Company obtained multiple independent, third-party valuations in between the August 2020 Valuation (as defined below) and the February 25, 2021 meeting of the Board designating the Midpoint, there was no single event that caused
the valuation of the Common Stock to fluctuate. Instead, a combination of Company-specific factors, including its progress toward an IPO, more certainty around the Company’s business and financial position as well as external market factors,
led to changes in the fair value of the underlying Common Stock. Accordingly, the Company reassessed the historical estimated fair value of Common Stock for financial reporting purposes determined that it would apply a linear interpolation for the
accounting value per share of Common Stock between the August 2020 Valuation and the Midpoint to determine the fair value of the Common Stock for accounting purposes for the stock options and RSUs granted subsequent to the August 2020 Valuation.
Accordingly, please note that although a discussion of the Company’s third-party valuation reports is provided below, the values per share reflected under “Equity Grants” below outline the ultimate accounting values reflected, or to
be reflected, in the Company’s audited and first quarter interim financial statements. In considering the change in share price between August 2020 and February 2021, the Company determined that the increase in share price is primarily driven
by the probability of an IPO, an increase in the growth of the company’s business due to the surge in demand for residential real estate in the second half of 2020 and favorable equity capital market conditions. Accordingly, the Company
determined that the increase in stock price due to the probability of an IPO began in the third quarter of 2020 and this probability has continued to increase through the timing of preliminary pricing in February 2021.

Market Approach – Guideline Publicly Traded Companies

This approach measures the value of an asset or business through an analysis of recent sales or offerings of comparable investments or assets.
When applied to the valuation of equity interests, consideration is given to the financial condition and operating performance of the entity being appraised relative to those of publicly traded entities operating in the same or similar lines of
business, potentially subject to corresponding economic, environmental, and political factors and considered to be reasonable investment alternatives. For equity awards granted in the prior six months, the Company used a Guideline Publicly Traded
Companies analysis and did not use any other market approach methodologies.

 The Guideline Publicly Traded Company analysis relies on an
analysis of publicly traded companies similar in industry and/or business model to the Company. This methodology uses these guideline companies to develop relevant market multiples and ratios, using metrics such as revenue, earnings before interest
and taxes, earnings before interest, taxes, depreciation and amortization, net income and/or tangible net book value.

 CONFIDENTIAL
TREATMENT REQUESTED BY COMPASS, INC.

 COMPASS-3

 Securities and Exchange Commission

Division of Corporation Finance

 March 3, 2021

 Page
 4

The multiples and values are then applied to the Company’s corresponding financial metrics. Since no two companies are perfectly comparable, premiums or discounts may be applied to the
subject company’s metrics if its position in its industry is significantly different from the position of the guidelines companies or if its intangible attributes are significantly different. The Guideline Publicly Traded Company Method was
used in all the Company’s valuations in the prior six months, including the November 2020 Valuation (as defined below) and the January 2021 Valuation (as defined below) which used the Guideline Publicly Traded Company Method to determine a high
and low range of multiples to determine equity valuation for high and low IPO scenarios. Analysis included search for guideline companies that traded on all major exchanges within the real estate industry to compute various valuation ratios and
multiples that were ultimately applied to the Company’s financial data to derive the equity value in different valuation scenarios.

 Income
Approach

 This approach focuses on the income-producing capability of a business. The income approach estimates value based on the
expectation of future cash flows that a company will generate, such as cash earnings, cost savings, tax deductions, and proceeds from disposition. These cash flows are discounted to the present using a rate of return that incorporates the risk-free
rate for the use of funds, the expected rate of inflation, and risks associated with the particular investment. The selected discount rate is generally based on rates of return available from alternative investments of similar type, quality, and
risk. The cash flows also include residual (or terminal) value, based on an exit or steady state terminal multiple, which represents the future cash flows of the company beyond the discrete projection period, is then discounted to its present value
and added to the initial amount.

 This approach was used in the August 2020 Valuation (as defined below), the November 2020 Valuation and
the January 2021 Valuation in determining the equity value of the Company as the Company was able to project cash flows, and it represented the amount a prudent investor would pay for the Company’s expected future cash flows based on market
rates of return and the Company’s specific risks.

 Method of Allocating Company Value to Each Equity Ownership Class

OPM

 To determine the value of the Common
Stock, the Company used the option pricing method (“OPM”), which uses the preferred stockholders’ liquidation preferences, participation rights, dividend policy, and conversion rights to determine how proceeds from a
liquidity event shall be distributed among the various ownership classes at a future date. The OPM treats common stock and preferred stock as call options on an enterprise value, with exercise prices based on the liquidation preference of the
preferred stock. Therefore, the Common Stock only has value if the funds available for distribution to the stockholders exceed the value of the liquidation preference at the time of a liquidity event (such as a merger, sale or initial public
offering), assuming the enterprise has funds available to make a liquidation preference meaningful and collectible by the stockholders. The Common Stock is modeled to be a call option with a claim on the enterprise at an exercise price equal to the
remaining value immediately after the preferred stock is liquidated. The OPM uses the Black-Scholes-Merton option-pricing model to price the call options. The OPM is appropriate to use when the range of possible outcomes is so difficult to predict
that forecasts would be highly speculative.

 CONFIDENTIAL
TREATMENT REQUESTED BY COMPASS, INC.

 COMPASS-4

 Securities and Exchange Commission

Division of Corporation Finance

 March 3, 2021

 Page
 5

 In the OPM framework, the Backsolve method outputs the implied total value of the enterprise
based on a company’s capital structure and the rights and preferences of all share classes in the most recent round of financing. This method was used as part of all valuations to allocate the equity value to the Company’s shares as of the
valuation date.

 This OPM was used in all the Company’s valuations in the prior six months to allocate the equity value to the
Company’s shares as of the valuation date. The August 2020 Valuation used only OPM to allocate equity values and the November 2020 Valuation and January 2021 Valuation used OPM as part of a hybrid approach in allocating equity value.

PWERM

 The probability weighted expected
return method (“PWERM”) involves the estimation of future potential outcomes for an entity, as well as values and probabilities associated with each respective potential outcome. This method is particularly useful when
discrete future outcomes can be predicted at a high confidence level with a probability distribution. The Common Stock value determined using this approach is ultimately based upon probability-weighted per share values resulting from the various
future scenarios. The expected scenarios for the Company include an IPO, merger or sale, dissolution, or continued operation as a private company.

The Company commenced preparation for an IPO in November 2020, including the Company’s selection of lead underwriters and an
organizational meeting for the IPO that was held in early December 2020. Accordingly, the Company used a PWERM for the November 2020 and January 2021 valuations.

Discount for Lack of Marketability

 After
the equity value is determined and allocated to the various classes of stock, a discount for lack of marketability (“DLOM”) is applied to the estimated fair value of the Common Stock. A DLOM is applied based on the theory
that as a private company, an owner of the stock has limited opportunities to sell this stock and any such sale would involve significant transaction costs thereby reducing overall fair market value. In determining a DLOM, consideration was given to
uncertainties around future exits, the industry in which the Company participates, the time to value realization, and the stage of development of the Company.

 CONFIDENTIAL
TREATMENT REQUESTED BY COMPASS, INC.

 COMPASS-5

 Securities and Exchange Commission

Division of Corporation Finance

 March 3, 2021

 Page
 6

 Equity Grants

A summary of the Company’s stock option grants and the associated valuations for the preceding six months through the date of this letter
are below:

 Grant Date

Number of Shares
Subject to Stock
Opti

CORRESP
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CORRESP

1191 Second Avenue

206.389.4510

10th Floor

Fenwick.com

Seattle, WA 98101

 James D. Evans

jevans@fenwick.com   |

206.389.4559

 March 1, 2021

 VIA EDGAR

 Securities and Exchange Commission

Washington, D.C. 20549

Attention:      Jan Woo, Legal Branch Chief

Matthew Crispino, Staff Attorney

Craig Wilson, Senior Advisor

Laura Veator, Staff Accountant

Re:                Compass, Inc.

Amendment No. 1 to Draft Registration Statement on Form S-1

Submitted February 12, 2021

CIK No. 0001563190

Ladies and Gentlemen:

 We are submitting this
letter on behalf of Compass, Inc. (the “Company”) in response to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
contained in the Staff’s letter dated February 26, 2021 (the “Letter”), regarding the Company’s Amendment No. 1 to Draft Registration Statement on Form S-1 (CIK
No. 0001563190) confidentially submitted by the Company to the Commission on February 12, 2021 (“Draft No. 2”). Concurrently herewith, we are transmitting the Company’s
Registration Statement on Form S-1 (the “Registration Statement”). The numbered paragraphs below correspond to the numbered comments in the Letter and the Staff’s comments are
presented in bold italics.

 In addition to addressing the comments raised by the Staff in the Letter, the Company has revised the
Registration Statement to update certain other disclosures.

 Amendment No. 1

Key Business Metrics and Non-GAAP Financial Measures, page 16

1.
 Please revise your non-GAAP presentations throughout the filing
to address any prominence over comparable GAAP results. See Item 10(e)(1)(i)(A) of Regulation S-K and the Division of Corporation Finance, Non-GAAP Compliance &
Disclosure Interpretation 102.10.

 Securities and Exchange Commission

March 1, 2021

  Page
 2

 In response to the Staff’s comment, the Company has revised its disclosure on pages 17,
63, 69 and 74 of the Registration Statement.

 Management’s Discussion and Analysis of Financial Condition and Results of Operation Key Business
Metrics, page Our Business Model, page 64

2.
 In your response to prior comment 8 you indicate that it is important to highlight Platform Contribution
as potential investors are likely to utilize this metric to measure the performance of and value the Company. Please clarify why this is an appropriate measure of the Company’s performance when it appears to exclude significant operating
expenses that are necessary to generate your revenue. We also note the measure excludes by adding back non-cash stock-based compensation with no apparent explanation. In your clarification and any revision
please address the Commission’s disclosure expectations and required consideration of the regulatory disclosure frameworks of GAAP and non-GAAP Measures in the Commission Guidance On Management’s
Discussion and Analysis of Financial Condition and Operations, Release 33-10751.

In response to the Staff’s comment, the Company has revised its disclosure on pages 67 and 68 of the Registration Statement to remove its
discussion of Platform Contribution as a performance metric. In addition, the Company has provided additional discussion on page 72 to clarify how Platform Contribution is used in the Company’s calculation of Net Platform Contribution
Retention.

 Summary of Significant Accounting Policies Revenue Recognition, page F-14

Revenue Recognition, page F-14

3.
 We note your response to prior comment 17. Please tell us how you considered the following in your
determination that you control the services prior to being transferred to the client and that the agent is fundamentally performing services on your behalf and under your direction. Revise your disclosures as appropriate.

 In response to the Staff’s comment, the Company has revised various disclosures, including on pages 78, 94 and
F-17 of the Registration Statement. In addition, the Company has addressed the Staff’s specific comments below:

•

 Clarify if you enter into contracts with clients and commit to provide them services prior to an agent
being identified and agreeing to fulfill the service. If so, clarify how frequently. In this regard, your response indicates that agents primarily source their own clients.

 Securities and Exchange Commission

March 1, 2021

  Page
 3

 The Company does not enter into contracts with clients before an agent is identified.
Following the sourcing of a client, a listing agreement is entered into between the client and the Company, which establishes the terms of the brokerage services to be provided by the Company and provides the Company with the exclusive right to
broker the sale of the underlying property. Under state law, a licensed agent cannot broker a sale on their own; s/he must be affiliated with a brokerage (e.g., New York Real Property Law § 440). Accordingly, only a licensed brokerage can
broker the sale of a property and that is why the Company is the party to listing agreements rather than the individual agent. While a minority of the Company’s agents may have individual brokerage licenses which would permit them to broker the
sale of a property without affiliating their license with a brokerage, under the Company’s independent contractor agreements (“ICAs”) with its agents, those agents agree to exclusively participate in transactions through
the Company’s brokerage license and not through their individual licenses.

 Please note that although the Company cites to applicable
New York state statutes above, analogous statutes exist in the other states in which the Company operates.

•

 In your response you state that in certain jurisdictions the agent representing the Company is named in the
contract. Clarify if this creates a contractual relationship between the agent and the client, or if there are any other separate contracts entered into between the agent and the client.

As background, the Company enters into ICAs with agents in which the agents agree to affiliate their individual licenses exclusively with the
Company as the licensed real estate brokerage. When a client agrees to sell a property through the Company, the Company and the agent arrange for the client to sign a listing agreement with the Company as the brokerage. Accordingly, the Company is
the party to listing agreements rather than the individual agent. There is no other contract between the agent and the client with regard to the sale of a home. The Company’s listing agreements clearly reflect that the homeowner is granting the
Company the exclusive right to broker the sale or exchange the real property identified in the agreement. If the agent is named in the listing agreement, (as sometimes required by state law, e.g., California Civil § 2079 and the standard
California Association of Realtors listing agreement template) the agent is not a party to the contract nor does the contract convey any rights to the agent; it is clear that the contractual rights are exclusively those of the Company and the
client.

 The form of the listing agreements the Company uses are consistent with local real estate regulation, and are consistent with the
agreements used by other real estate brokerages in the markets in which the Company operates. In many markets, such listing agreement forms are mandated by local regulations.

 Securities and Exchange Commission

March 1, 2021

  Page
 4

•

 In your response you indicate that you employ personnel known as “brokers of record” who are
responsible to the State licensing authorities for the conduct by the Company’s agents under State licensing laws and regulation and that this supports that the Company is the principal in the transaction. Please further clarify how this gives
you the right to direct the services performed by the agents as you see fit and have the right to direct them to fulfill specific contracts. In this regard, in your response you state that your agents primarily source their own clients and have the
right to decline to accept a client.

 Under state law, a licensed agent cannot broker a sale on their own; s/he
must be affiliated with a brokerage (e.g., New York Real Property Law) § 440). Accordingly, only a licensed brokerage can broker the sale of a property and that is why the Company is the party to listing agreements rather than the
individual agent. State licensing law requires that the Company, as the supervising brokerage, supervise all agents associated with the brokerage to ensure that they comply with applicable state laws, including ethical obligations (e.g., 19 New York
Codes, Rules and Regulations 175.21). Additionally, as made clear in the ICAs between the Company and its agents, the Company requires agents to follow the Company’s own internal policies, procedures and professional standards, including
the mandate for agents to comply with all applicable state and federal law. As a licensed brokerage, the Company has the responsibility to enforce, ensure and monitor compliance with applicable laws (e.g., 19 New York Codes, Rules and
Regulations 175.21, New York Real Property Law § 442-c) and the Company’s policies. To the extent one of the Company’s agents does not follow these requirements, the Company has the authority to discipline the agent as
appropriate, which may include terminating the agent’s relationship with the Company. As the supervising brokerage and the party to the listing agreement, in the instance that an agent is disassociated from the Company during the term of an
exclusive listing agreement, the Company maintains the right to keep and service the agreement for the remainder of the term.

 Further,
under state law (e.g., New York Real Property Law § 442-a), the commission due in connection with the sale of a property must be paid by the client to the licensed brokerage, in this case, the Company,
not directly to the agent. Under the terms of the Company’s ICAs with agents, the Company uses the gross commissions paid to it to remit payment to each agent participating in the sale.

The Company does not require agents to fulfill specific contracts (e.g., an exclusive listing agreement with a client that the agent did not
choose to work with).

•

 In your response you state that the fact that the Company enters into the contract with the client supports
that the Company is the principal in the transaction. Please clarify your contractual responsibility for the acceptability of services and if there are any other parties the client can seek remedies from. If you are solely responsible for remedies
sought by clients, clarify if you have the contractual right to pursue claims against agents to recoup any remedies you provide to clients. Further, based on your

 Securities and Exchange Commission

March 1, 2021

  Page
 5

disclosures in your Business section, it appears that your agents are primarily responsible for performing the majority of the services necessary to fulfill the contract. As such, please clarify how you are primarily
responsible for fulfillment.

 The exclusive listing agreement is between two parties - the Company and the seller.
The Company has the contractual responsibility for the acceptability of services under the contract. As such, the Company is responsible for fulfilling the listing agreement obligations, which is done through the services of its agents. Under
general principles of agency law, the Company serves as the “principal” and controls the “agent,” and the agents are required to maintain compliance not only with state and industry regulations but also are required to adhere to
the Company’s standards and requirements. If an agent acts in a manner inconsistent with these standards, the Company is responsible for that action. In these situations, the Company has in the past terminated, and will in the future terminate,
its relationship with such agents. The Company maintains professional liability insurance that protects the Company from claims brought by clients against both the Company and its agents. Clients may seek remedies from the Company, and may also try
to seek remedies from the agents. The Company takes responsibility for the claim, controls the resolution of the claim, and has a contractual right to pursue recovery from the agent to the extent the Company’s insurance does not provide
coverage.

•

 In your response you state that agents have flexibility in adjusting commission rates within guidelines. As
such, it appears that they have some price discretion. Clarify the extent to which they are able to adjust rates, and how you considered the significance to your revenue.

The Company establishes the minimum level of brokerage fees that an agent can offer to a client in exchange for the services the Company will
provide. To further clarify, the agent’s only flexibility in adjusting commission rates is to increase the commission rates above the Company’s minimum threshold. In this regard, the Company
pre-authorizes any adjustment to the commission rates above the minimum thresholds, although from a practical matter, commission adjustments above required minimums are limited based on competitiveness with
the market. The agent is not permitted to offer a commission rate to a client that is below the minimum thresholds established by the Company without first receiving approval from their sales manager, a Company employee. The approval of additional
discounts is solely at the Company’s discretion and is not provided regularly. The Company reviews its minimum pricing thresholds periodically and will make adjustments as needed to consider local market conditions and other factors. In certain
markets, the Company will add additional tiers to its commission structure based on the listing price of the client’s property. Pricing adjustments are not significant to the Company’s revenue.

Consolidated Financial Statements Notes to Financial Statements 10. Stock Based Compensation, page F-34

 Securities and Exchange Commission

March 1, 2021

  Page
 6

4.
 When your preliminary IPO price is known, please provide us with a reconciliation that explains the
differences between the fair values of your common stock as determined on each grant date, including the difference between the most recent grant date fair value and the midpoint of your offering range. Describe the objective evidence that supports
your determination of the fair value of your common stock at each grant date. Please provide this analysis for the most recent six months. In addition, your disclosure should fully describe and explain the appropriateness of the assumptions and
methods utilized at the IPO valuation date that are significantly different than those used in the most recent valuation.

The Company acknowledges the Staff’s comment and will supplementally provide the requested information once the estimated offering price
or range has been determined.

 Should the Staff have additional questions or comments regarding the foregoing, please do not hesitate to
contact me at (206) 389-4559, or, in my absence, Ran Ben-Tzur, at (650) 335-7613.

Sincerely,

FENWICK & WEST LLP

/s/ James D. Evans

James D. Evans

Partner

 cc:    Via E-mail

Kristen Ankerbrandt, Compass, Inc. (w/o enclosures)

Brad Serwin, Compass, Inc. (w/o enclosures)

Scott Wahlers, Compass, Inc. (w/o enclosures)

Michael Esquivel, Fenwick & West LLP (w/o enclosures)

Ran Ben-Tzur, Fenwick & West LLP (w/o enclosures)

Morgan Sawchuk, Fenwick & West LLP (w/o enclosures)

Michael Shaw, Fenwick & West LLP (w/o enclosures)

United States securities and exchange commission logo
February 26, 2021
Robert Reffkin
Founder and Chief Executive Officer
Compass, Inc.
90 Fifth Avenue, 3rd Floor
New York, New York 10011
Re:Compass, Inc.
Amendment No 1 to Draft Registration Statement on Form S-1
Submitted February 12, 2021
CIK No. 0001563190
Dear Mr. Reffkin:
            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.  References to prior comments are to those in our letter dated February 5, 2021.
Amendment No 1.
Key Business Metrics and Non-GAAP Financial Measures, page 16
1.Please revise your non-GAAP presentations throughout the filing to address any
prominence over comparable GAAP results.  See Item 10(e)(1)(i)(A) of Regulation S-K
and the Division of Corporation Finance, Non-GAAP Compliance & Disclosure
Interpretation 102.10.

 FirstName LastNameRobert Reffkin
 Comapany NameCompass, Inc.
 February 26, 2021 Page 2
 FirstName LastName
Robert Reffkin
Compass, Inc.
February 26, 2021
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operation Key
Business Metrics, page
Our Business Model, page 64
2.In your response to prior comment 8 you indicate that it is important to highlight Platform
Contribution as potential investors are likely to utilize this metric to measure the
performance of and value the Company.  Please clarify why this is an appropriate measure
of the Company’s performance when it appears to exclude significant operating expenses
that are necessary to generate your revenue. We also note the measure excludes by adding
back non-cash stock-based compensation with no apparent explanation. In your
clarification and any revision please address the Commission's disclosure expectations and
required consideration of the regulatory disclosure frameworks of GAAP and non-GAAP
Measures in the Commission Guidance On Management's Discussion and Analysis of
Financial Condition and Operations, Release 33-10751.
2. Summary of Significant Accounting Policies
Revenue Recognition, page F-14
3.We note your response to prior comment 17. Please tell us how you considered the
following in your determination that you control the services prior to being transferred to
the client and that the agent is fundamentally performing services on your behalf and
under your direction. Revise your disclosures as appropriate.

•Clarify if you enter into contracts with clients and commit to provide them services
prior to an agent being identified and agreeing to fulfill the service.  If so, clarify how
frequently. In this regard, your response indicates that agents primarily source their
own clients.

•In your response you state that in certain jurisdictions the agent representing the
Company is named in the contract.  Clarify if this creates a contractual relationship
between the agent and the client, or if there are any other separate contracts entered
into between the agent and the client.

•In your response you indicate that you employ personnel known as “brokers of
record” who are responsible to the State licensing authorities for the conduct by the
Company’s agents under State licensing laws and regulation and that this supports
that the Company is the principal in the transaction.  Please further clarify how this
gives you the right to direct the services performed by the agents as you see fit and
have the right to direct them to fulfill specific contracts.  In this regard, in your
response you state that your agents primarily source their own clients and have the
right to decline to accept a client.

•In your response you state that the fact that the Company enters into the contract with
the client supports that the Company is the principal in the transaction.  Please clarify

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Compass, Inc.
February 26, 2021
Page 3
your contractual responsibility for the acceptability of services and if there are any
other parties the client can seek remedies from. If you are solely responsible for
remedies sought by clients, clarify if you have the contractual right to pursue claims
against agents to recoup any remedies you provide to clients.  Further, based on your
disclosures in your Business section, it appears that your agents are primarily
responsible for performing the majority of the services necessary to fulfill the
contract.  As such, please clarify how you are primarily responsible for fulfillment.

•In your response you state that agents have flexibility in adjusting commission rates
within guidelines.  As such, it appears that they have some price discretion. Clarify
the extent to which they are able to adjust rates, and how you considered the
significance to your revenue.
Consolidated Financial Statements
Notes to Financial Statements
10. Stock Based Compensation, page F-34
4.When your preliminary IPO price is known, please provide us with a reconciliation that
explains the differences between the fair values of your common stock as determined on
each grant date, including the difference between the most recent grant date fair value and
the midpoint of your offering range.  Describe the objective evidence that supports your
determination of the fair value of your common stock at each grant date.  Please provide
this analysis for the most recent six months.  In addition, your disclosure should fully
describe and explain the appropriateness of  the assumptions and methods utilized at the
IPO valuation date that are significantly different than those used in the most recent
valuation.
            You may contact Laura Veator, Staff Accountant, at (202) 551-3716 or Craig Wilson,
Senior Advisor, at (202) 551-3226 if you have questions regarding comments on the financial
statements and related matters. Please contact Matthew Crispino, Staff Attorney, at (202) 551-
3456 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jamie Evans

United States securities and exchange commission logo
February 5, 2021
Robert Reffkin
Founder and Chief Executive Officer
Compass, Inc.
90 Fifth Avenue, 3rd Floor
New York, New York 10011
Re:Compass, Inc.
Draft Registration Statement on Form S-1
Submitted January 11, 2021
CIK No. 0001563190
Dear Mr. Reffkin:
            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
Prospectus Summary, page 1
1.Please clarify whether your total serviceable market is based on the entire market in the
United States or the 44 markets that you cover across the United States.  Also, please
provide context regarding your discussion of the total addressable market globally by
disclosing that none of your agents are located outside of the United States and that you
currently do not engage in any non-U.S. real property transactions.

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Risk Factors
We are periodically subject to claims, lawsuits, government investigations and other
proceedings..., page 35
2.You disclose that your agreements with each of your agents include mandatory arbitration
provisions.  Please disclose whether the mandatory arbitration provisions apply to claims
under the federal securities laws.  Specifically, clarify whether the provisions apply to any
claims related to the Agent Equity Program in which you offer agents the ability to receive
a portion of their commissions in the form of options to receive common stock.
Business
Overview, page 61
3.To provide appropriate context regarding the gross transaction value you present on the
graph from 2013 through 2020, please also include revenue and net loss or income for
each period presented.
4.Please clarify the method by which you calculate your net promoter score and
explain how management uses this score to monitor or manage your business.  Disclose
any underlying assumptions and limitations in how the score is calculated or used.
5.Explain the basis or source for your statement that your agents sold homes in 21% fewer
days, on average, relative to agents at firms with comparable average home sale values in
your MLS cities.
Management's Discussion and Analysis of Financial Condition and Results of Operation
Key Business Metrics, page 66
6.Tell us how you considered disclosing the increases in your key business metrics during
2019 attributable to the acquisitions of Pacific Union International, Inc. and Paragon Real
Estate Holdings, Inc.
7.Tell us how you considered disclosing revenues and number of agents by geographic
market. In this regard, we note your disclosure on page 67 that your overall rate of growth
will depend on changes in home sale prices and geographic mix.
Platform Contribution, page 68
8.Your Platform Contribution measure includes adjustments to revenue for commissions
paid to agents (net of technology and resources fees received from them), and,
accordingly, appears to reflect revenue as if you are the agent in the transaction.  Tell us
why you believe this measure does not substitute individually tailored recognition and
measurement methods for those of GAAP.   Refer to Question 100.04 of the Non-GAAP
Financial Measures Compliance and Disclosure Interpretations.

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February 5, 2021
Page 3
Results of Operations
Comparison of 2018 and 2019
Revenue, page 77
9.Tell us how you considered disclosing the increase in revenue in 2019 attributable to the
acquisitions of Pacific Union International, Inc. and Paragon Real Estate Holdings, Inc.
Management
Board of Directors Composition, page 117
10.We note that Mr. Housenbold, a member of your board of directors, is affiliated with SVF
Excalibur (Cayman) Limited, one of your principal stockholders.  Please disclose whether
Mr. Housenbold was appointed to the board in connection with any shareholder
agreement.  Refer to Item 401(a) of Regulation S-K.
Certain Relationship and Related Party Transactions
Seventh Amended and Restated Investor Rights Agreement, page 144
11.Please identify the parties to the investors' rights agreement and disclose the material
terms of the agreement, including observer rights and committee representation on the
board.
Principal Stockholders, page 146
12.Please disclose the natural person or persons who exercise the voting and/or dispositive
powers with respect to the securities owned by SVF Excalibur (Cayman) Limited and DG
Urban-C L.P.
Description of Capital Stock
Voting Rights, page 148
13.Please revise your disclosure to explain your agent equity program, which is referenced in
this section.  Also, discuss all of the conditions under which the shares of Class B
common stock may be converted into shares of Class B common stock.  We note that
conversion may also occur with the sale of common stock pursuant to an effective
registration statement and with the approval of the Board of Directors.
Consolidated Financial Statements
Consolidated Balance Sheet, page F-3
14.Your disclosure on page 82 indicates that other current assets increased by $45 million as
of December 31, 2019, primarily related to increases in prepaid incentives for agents.
Please clarify the nature of these incentives and your accounting policies for these
incentives.

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 February 5, 2021 Page 4
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February 5, 2021
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Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Compass Concierge Receivable and Allowance for Doubtful Accounts, page F-11
15.You disclose that your Compass Concierge Program is based on a services model
provided by Compass Concierge, LLC.  Please clarify the specific services you provide
under this program and whether you earn any fees or interest in connection with this
program.  If material, please disclose you revenue recognition policies with respect to
such fees.  Please also clarify any expenses you incur in connection with this program.
16.Please clarify the terms of the commercial arrangement you have with the independent
third party that provides loans under your Concierge Capital program, including your
rights and obligations with respect to these loans, any fees you earn, expenses you incur or
loans that you guarantee.
Revenue Recognition, page F-14
17.Please clarify how you considered all of the factors in ASC 606-10-55-36 through 55-40
in determining that you are the principal in the transaction.  In this regard, your
disclosures on pages 90 and 91 appear to indicate that your agents, acting as independent
contractors, fulfill the primary services.  Please ensure you specifically include the
following in your response:

•Clarify the specific services contracted for by the customer and how you control each
of these services prior to being transferred to the customer.  Clarify how you have the
right to direct the agents to perform services, including whether you can direct them
to fulfill specific contracts with customers and whether you have a right to substitute
different brokers to fulfill contracts.

•Explain the specific terms of the contract that you enter into with the customer and
the specific terms of the contract that you enter into with the agent as it relates to
responsibility for fulfillment and acceptability of services.  Please also clarify the
timing of entering into these contracts.

•Clarify whether you are obligated to pay the agent in the event a purchase or sale
under contract fails to close, or in other circumstances where the agent has otherwise
fulfilled all of its obligations under the contract.

•Clarify whether agents have discretion in negotiating the commission and other terms
of the contract, and ultimately have discretion in deciding whether they will accept to
fulfill the services under the contract, or whether they can decline to fulfill the
services.

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Compass, Inc.
February 5, 2021
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Stock Based Compensation, page F-16
18.For awards issued in connection with your Agent Equity Program, please clarify if the
measurement date is the closing date of the underlying real estate commission transaction
or the date granted at the beginning of the year following the year when the commissions
were earned, and the basis for this determination. Further, we note your disclosure on page
F-34 that these awards generally vest over four years. Please clarify the specific service or
performance conditions that must be met by the agents subsequent to the closing date of
the underlying real estate transaction in order to earn the award.
19.Please clarify if you considered the agents employees or non-employees prior to the
adoption of ASU 2018-07, and whether there were any differences in accounting for these
awards, including whether you remeasured the awards over the vesting period
10. Stock Based Compensation
Stock Options, page F-34
20.Please disclose the fair value of your shares of common stock used as the input in the
determination of the fair value of your stock options for each period presented. Please
refer to ASC 718-10-50-2(f)(2).
General
21.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 Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Laura Veator, Staff Accountant, at (202) 551-3716 or Craig Wilson,
Senior Advisor, at (202) 551-3226 if you have questions regarding comments on the financial
statements and related matters. Please contact Matthew Crispino, Staff Attorney, at (202) 551-
3456 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jamie Evans