SecProbe.io

CORRESP
 1
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 CORRESP

 May 20, 2025
 VIA EDGAR United States Securities and
Exchange Commission Division of Corporation Finance 100 F
Street, N.E. Washington, D.C. 20549

 Re:
 Guardian Pharmacy Services, Inc. (the “Company”)
 Registration Statement on Form S-1
 File No. 333-287431 Ladies and Gentlemen:
 In accordance with Rule 461 under the Securities Act of 1933, as amended (the “ Securities Act ”), and as
representative of the several underwriters of the proposed public offering by the Company and certain selling stockholders, we hereby join with the Company’s request that the effective date of the above-referenced Registration Statement be
accelerated so that the same will become effective at 4:00 p.m., Eastern time, on May 22, 2025, or as soon thereafter as is practicable, or at such later time as the Company or its legal counsel, Jones Day, may orally request via telephone call
to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission. Pursuant to Rule 460 under the
Securities Act, please be advised that we, as representative of the several underwriters, will take reasonable steps to secure adequate distribution of the preliminary prospectus dated May 20, 2025, to prospective underwriters, dealers,
institutional investors and others, prior to the requested effective time of the Registration Statement. We, the undersigned, as
representative of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule
 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

 RAYMOND JAMES & ASSOCIATES, INC.

 By:

 /s/ Frank Hancock

 Name: Frank Hancock

 Title: Managing Director

CORRESP
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 GUARDIAN PHARMACY SERVICES, INC.
 300 Galleria Parkway SE, Suite 300
 Atlanta, Georgia 30339 May 20, 2025
 VIA EDGAR United States Securities
and Exchange Commission Division of Corporation Finance 100
F Street, N.E. Washington, D.C. 20549

 Re:
 Guardian Pharmacy Services, Inc.
 Registration Statement on Form S-1
 File No. 333-287431 Ladies and Gentlemen:
 Guardian Pharmacy Services, Inc. (the “ Company ”) respectfully requests under Rule 461 promulgated under the
Securities Act of 1933, as amended, that the effective date of the above-referenced Registration Statement on Form S-1 (as amended, the “ Registration
Statement ”) be accelerated to 4:00 p.m. Eastern time on May 22, 2025, or as soon thereafter as practicable, or at such later time as the Company or our legal counsel, Jones Day, may orally request via telephone call to the staff of
the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “ Commission ”). Once the
Registration Statement has been declared effective, the Company respectfully requests that you confirm that event with Mark L. Hanson of Jones Day by a telephone call to (404) 581-8573.
 Please contact Mark L. Hanson, of Jones Day, if you have any questions concerning the foregoing. Thank you for your attention to this matter.

 Very truly yours,

 GUARDIAN PHARMACY SERVICES, INC.

 By:

 /s/ Fred P. Burke

 Name:

 Fred P. Burke

 Title:

 President and Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 14, 2025

Fred Burke
Chief Executive Officer
Guardian Pharmacy Services, Inc.
300 Galleria Parkway SE
Suite 800
Atlanta, Georgia 30339

 Re: Guardian Pharmacy Services, Inc.
 Draft Registration Statement on Form S-1
 Submitted April 8, 2025
 CIK No. 0001802255
Dear Fred Burke:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. 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 Eddie Kim at 202-551-8713 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Mark L. Hanson
</TEXT>
</DOCUMENT>

CORRESP
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CORRESP

 September 23, 2024

VIA EDGAR

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549

Re:
 Guardian Pharmacy Services, Inc. (the “Company”)

 
 Registration Statement on Form S-1

 
 File No. 333-274847

Ladies and Gentlemen:

 In accordance with
Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), and as representative of the several underwriters of the Company’s proposed initial public offering, we hereby join with the
Company’s request that the effective date of the above-referenced Registration Statement be accelerated so that the same will become effective at 4:00 p.m., Eastern time, on September 25, 2024,
or as soon thereafter as is practicable, or at such later time as the Company or its legal counsel, Jones Day, may orally request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission.

 Pursuant to Rule 460 under the Securities Act, please be advised that we, as representative of the several underwriters, will take
reasonable steps to secure adequate distribution of the preliminary prospectus dated September 16, 2024, to prospective underwriters, dealers, institutional investors and others, prior to the requested effective time of the Registration
Statement.

 We, the undersigned, as representative of the several underwriters, have complied and will comply, and we have been informed
by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

 RAYMOND JAMES & ASSOCIATES, INC.

By:

/s/ Frank Hancock

 Name:

 Frank Hancock

 Title:

 Managing Director

CORRESP
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CORRESP

 GUARDIAN PHARMACY SERVICES, INC.

300 Galleria Parkway SE, Suite 300

Atlanta, Georgia 30339

 September 23,
2024

 VIA EDGAR

 United States
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Guardian Pharmacy Services, Inc.

 
 Registration Statement on Form S-1

 
 File No. 333-274847

Ladies and Gentlemen:

 Guardian Pharmacy
Services, Inc. (the “Company”) respectfully requests under Rule 461 promulgated under the Securities Act of 1933, as amended, that the effective date of the above-referenced Registration Statement on Form S-1 (as amended, the “Registration Statement”) be accelerated to 4:00 p.m. Eastern time on September 25, 2024, or as soon thereafter as practicable, or at such later time as the Company
or our legal counsel, Jones Day, may orally request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”).

Once the Registration Statement has been declared effective, the Company respectfully requests that you confirm that event with Mark L. Hanson
of Jones Day by a telephone call to (404) 581-8573.

 Please contact Mark L. Hanson, of Jones Day,
if you have any questions concerning the foregoing. Thank you for your attention to this matter.

 Very truly yours,

 GUARDIAN PHARMACY SERVICES, INC.

By:

/s/ Fred P. Burke

 Name:

 Fred P. Burke

 Title:

 President and Chief Executive Officer

CORRESP
1
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CORRESP

 September 6, 2024 

Via EDGAR

 Ms. Rucha Pandit

Division of Corporation Finance

 Office of Trade &
Services

 U.S. Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549-3628

Re:
 Guardian Pharmacy Services, Inc.

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

 
 Filed August 22, 2024

 
 File No. 333-274847

Dear Ms. Pandit:

 On behalf of our client,
Guardian Pharmacy Services, Inc. (the “Company”), this letter responds to comments of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the
“Commission”) contained in the letter from the Staff dated September 3, 2024 (the “Comment Letter”) in regard to the above-referenced Amendment No. 1 (“Amendment No. 1”)
to the Registration Statement on Form S-1 (the “Registration Statement”). All defined terms in this letter have the same meanings as given to them in the Amendment No. 1 unless otherwise
indicated.

 The Company’s responses to the comments presented in the Comment Letter are set forth below. The text of the applicable
comment precedes each of the Company’s responses. As representatives of the Company discussed telephonically with members of the Staff on September 5, 2024, we have attached as exhibits to this letter certain revised disclosures that the
Company proposes to include in Amendment No. 2 (“Amendment No. 2”) to the Registration Statement (in redline format, marked against Amendment No. 1, with deletions indicated by strikethrough and in red
font, and additions indicated by underlining and in blue font) in response to the Comment Letter. The Company is seeking confirmation from the Staff that, in accordance with the telephone discussions, including these proposed revisions in Amendment
No. 2 will satisfactorily address the Staff’s comments in the Comment Letter.

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

 Corporate Reorganization, page 47

1.
 Please revise your organizational chart to depict the percentage ownership held by each of your Class A
and Class B Stockholders.

 Response: In response to the Staff’s comment, the Company confirms that
it will revise the organizational chart on page 48 in Amendment No. 2 to specify the percentage ownership to be held by the Company’s Class A stockholders and Class B stockholders after giving effect to the Corporate
Reorganization and the offering.

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

Results of Operations for the Three and Six Months Ended June 30, 2023 and 2024, page 60

2.
 Where you attribute material fluctuations in your results of operations to multiple factors, please quantify
each factor cited. In this regard, you attribute organic growth and acquisitions to the increase in revenues, cost of goods sold, and selling, general, and administrative expenses. Refer to Item 303(b) of Regulation
S-K.

 Response: In response to the Staff’s comment, the Company
proposes to revise its disclosures on pages 60 and 61 as set forth on Exhibit A hereto to quantify, to the extent such information is available to the Company, each material factor cited.

Notes to the Unaudited Interim Consolidated Financial Statements

2. Acquisitions, page F-37

3.
 Please disclose the information required under ASC 805-10-50-3 including the amounts of revenue and earnings of the acquirees since the acquisition date, supplemental pro forma information, and acquisition related
costs.

 Response: The Company respectfully advises the Staff that, and as discussed in the telephone
conference on September 5, 2024, the Company had considered the requirements of ASC 805-10-50-3 and had determined that the
Acquisitions were not material, individually or in the aggregate, for purposes of ASC 805-10-50-3. Accordingly, the Company
determined that it was not required to disclose the information required by ASC 805-10-50-3.

Nevertheless, in response to the Staff’s comment, and in order to provide clearer and more meaningful disclosure to investors, in addition
to the additional disclosure proposed to be included in response to Comment 2 above, the Company proposes to revise its disclosure on page F-37 and F-38 to quantify the
impact of the Acquisitions on the Company’s revenue during the most recently completed interim period, and to confirm

the immateriality of supplemental pro forma financial information related thereto, all as set forth on Exhibit B hereto.

*  *  *  *  *  *  *

On behalf of the Company, we respectfully request confirmation that the proposed revisions will address the comments in the Comment Letter. If
you have any questions regarding the foregoing, please do not hesitate to contact me at 404.581.8573, or by email at mlhanson@jonesday.com.

Very truly yours,

/s/ Mark L. Hanson, Esq.

cc:
 Keira Nakada

Angela Lumley

 David Morris,
Chief Financial Officer, Guardian Pharmacy Services, Inc.

 Anna T. Pinedo, Esq., Mayer Brown LLP

Justin W. McKithen, Esq., Jones Day

 Exhibit A

Proposed Revised Disclosure – Comment 2

 Exhibit B

Proposed Revised Disclosure – Comment 3

September 3, 2024
David Morris
Chief Financial Officer
Guardian Pharmacy, LLC
300 Galleria Parkway SE, Suite 800
Atlanta, Georgia 30339
Re:Guardian Pharmacy, LLC
Amendment No. 1 to Registration Statement on Form S-1
Filed August 22, 2024
File No. 333-274847
Dear David Morris:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
Corporate Reorganization, page 47
1.Please revise your organizational chart to depict the percentage ownership held by each of
your Class A and Class B Stockholders.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations for the Three and Six Months Ended June 30, 2023 and 2024, page 60
2.Where you attribute material fluctuations in your results of operations to multiple factors,
please quantify each factor cited. In this regard, you attribute organic growth and
acquisitions to the increase in revenues, cost of goods sold, and selling, general, and
administrative expenses. Refer to Item 303(b) of Regulation S-K.

September 3, 2024
Page 2
Notes to the Unaudited Interim Consolidated Financial Statements
2. Acquisitions, page F-37
3.Please disclose the information required under ASC 805-10-50-3 including the amounts
of revenue and earnings of the acquirees since the acquisition date, supplemental pro
forma information, and acquisition related costs.
            Please contact Keira Nakada at 202-551-3659 or Angela Lumley at 202-551-3398 if you
have questions regarding comments on the financial statements and related matters. Please
contact Rucha Pandit at 202-551-6022 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Mark L. Hanson

July 10, 2024
CERTIFIED MAIL
RETURN RECEIPT REQUESTED
David Morris
Chief Financial Officer
Guardian Pharmacy, LLC
300 Galleria Parkway SE, Suite 800
Atlanta, Georgia 30339
Re:Guardian Pharmacy, LLC
Registration Statement on Form S-1
Filed October 3, 2023
File No. 333-274847
Dear David Morris:
            It has been more than nine months since you filed this registration statement and it is now
out of date. Within 30 days from the date of this letter, you should either:
•amend it to comply with the applicable requirements of the Securities Act of 1933, the rules
and regulations under the Act, and the requirements of the form; or
•file a request for withdrawal.
            If you requested confidential treatment for portions of any exhibits to your registration
statement and you request withdrawal of that registration statement, please submit a concurrent
request for withdrawal of your application for confidential treatment.
            If you do not amend the registration statement or file a request for withdrawal (or provide
us with a satisfactory explanation of why you have not done either) within 30 days, we may enter
an order declaring the registration statement abandoned under rule 479 of the Act.
            Please contact Rucha Pandit at 202-551-6022 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

July 10, 2024
Page 2

cc:Fred P. Burke, President and CEO
            CERTIFIED MAIL
            RETURN RECEIPT REQUESTED

United States securities and exchange commission logo
July 21, 2023
David Morris
Chief Financial Officer
Guardian Pharmacy, LLC
300 Galleria Parkway SE
Suite 800
Atlanta, Georgia 30339
Re:Guardian Pharmacy, LLC
Amendment No. 5 to Draft Registration Statement on Form S-1
Submitted July 12, 2023
CIK No. 0001802255
Dear David Morris:
            We have reviewed your amended draft registration statement and have the following
comment.
            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 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 comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 5 to Draft Registration Statement on Form S-1
Prospectus Summary
Our Financial Performance and Growth, page 2
1.Please include net income and net income CAGR, alongside adjusted EBITDA
and adjusted EBITDA CAGR, in the chart presented on page 2.  Refer to Item
10(e)(1)(i)(A) of Regulation S-K.

 FirstName LastNameDavid Morris
 Comapany NameGuardian Pharmacy, LLC
 July 21, 2023 Page 2
 FirstName LastName
David Morris
Guardian Pharmacy, LLC
July 21, 2023
Page 2
            Please contact Angela Lumley at (202) 551-3398 or Rufus Decker at (202) 551-
3769 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Mark L. Hanson

United States securities and exchange commission logo
June 9, 2023
David Morris
Chief Financial Officer
Guardian Pharmacy, LLC
300 Galleria Parkway SE
Suite 800
Atlanta, Georgia 30339
Re:Guardian Pharmacy, LLC
Amendment No. 4 to Draft Registration Statement on Form S-1
Submitted May 12, 2023
CIK No. 0001802255
Dear David Morris:
            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.
Amendment No. 4 to Draft Registration Statement on Form S-1
Cover Page
1.We note your intention to apply for the listing of your Class A common stock on the
NYSE.  Please revise your disclosure here to clearly state whether the offering is
contingent upon the listing of your Class A common stock on the NYSE.
Guardian Compass Examples, page 6
2.It appears that you present an example taken from an individual Guardian pharmacy or
facility, however, it is unclear how you selected the one example and why presenting the
information on a singular basis, as opposed to presenting the information based upon

 FirstName LastNameDavid Morris
 Comapany NameGuardian Pharmacy, LLC
 June 9, 2023 Page 2
 FirstName LastName
David Morris
Guardian Pharmacy, LLC
June 9, 2023
Page 2
Company Average, is meaningful to investors.  Please revise to clarify.  Further, it is
unclear why you present different timeframes for each example; please revise to present a
consistent timeframe for each example for ease of comparability.  This comment also
applies to your GuardianShield examples.
Risk Factors
Our operating results may suffer if we fail to maintain certain relationships . . ., page 25
3.Enhance this risk factor to elaborate upon the length and termination provisions contained
in the contracts you enter into with the LTCFs you serve.
Increased labor costs, labor shortages or labor disruptions could reduce our profitability . . ., page
29
4.We note your disclosure that ongoing labor shortages have increased your labor costs.  To
the extent material, please quantify the impact of increased labor costs on your business
and explain whether any mitigation efforts introduce new material risks.
Cybersecurity attacks or other data security incidents could disrupt our operations . . . , page 33
5.We note your representation that you "have been . . . subject to various cyber or
ransomware attacks, or data breaches."  To the extent you have previously experienced
material cybersecurity incidents, please revise your disclosure here to provide enough
information about the previous incidents so that investors can appreciate the
broader discussion of cybersecurity risks.
We rely on a single logistics provider for warehouse and distribution services to our pharmacies .
. ., page 34
6.We note that you rely on a single logistics provider for the efficient and cost-
effective delivery of products to your pharmacies.  To the extent your business is
materially dependent on this relationship, please revise the disclosure here to include the
material terms of any arrangements or agreements with the logistics provider.
Corporate Reorganization, page 46
7.When known, revise your organizational chart to depict the percentage ownership held by
each of your Class A and Class B Stockholders.
Use of Proceeds, page 49
8.We note your representation here that you may use the proceeds from the offering to pay
off indebtedness.  To the extent that a material part of the proceeds will be used to
discharge indebtedness, please set forth the interest rate and maturity of such
indebtedness.  Refer to Instruction 4 to Item 504 of Regulation S-K.

 FirstName LastNameDavid Morris
 Comapany NameGuardian Pharmacy, LLC
 June 9, 2023 Page 3
 FirstName LastName
David Morris
Guardian Pharmacy, LLC
June 9, 2023
Page 3
Business
Overview, page 68
9.You state that more than two-thirds of your revenue for each of the past 3 years has been
generated from residents of LTCFs, specifically ALFs and BHFs.  Revise to state the
source of your remaining revenues, which we presume to be SNFs.
Servicing New Areas of Care, page 87
10.Please expand your disclosure to provide enough information so that investors can
appreciate the size and scope of the company's test initiatives.
Intellectual Property, page 99
11.We note your disclosure that you use a number of trademarks and service marks.  Please
disclose the duration of your registered trademarks.  Refer to Item 101(h)(4)(vii) of
Regulation S-K.
Management
Role of the Board in Risk Oversight, page 108
12.We note your representation on page 33 that in the ordinary course of business,
you "process, store and transmit data, which may include sensitive personal information as
well as proprietary or confidential information relating to [y]our business or third
parties."  We also note your representation on page 32 that you "rely on computer and
software systems owned and operated by third parties and which [you] do not control."
To the extent cybersecurity risks are material to your business, please disclose the nature
of the board’s role in overseeing the company’s cybersecurity risk management, including
in connection with the company's third-party systems providers.
General
13.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.  Please contact the staff member associated
with the review of this filing to discuss how to submit the materials, if any, to us for our
review.

 FirstName LastNameDavid Morris
 Comapany NameGuardian Pharmacy, LLC
 June 9, 2023 Page 4
 FirstName LastName
David Morris
Guardian Pharmacy, LLC
June 9, 2023
Page 4
            You may contact Rucha Pandit at (202) 551-6022 or Mara Ransom at (202) 551-
3264 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Mark L. Hanson

April 13, 2020
David Morris
Chief Financial Officer
Guardian Pharmacy, LLC
171 17th Street NW
Suite 1400
Atlanta, Georgia 30363
Re:Guardian Pharmacy, LLC
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted April 3, 2020
CIK 0001802255
Dear Mr. Morris:
            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.
Amendment No. 2 to Draft Registration Statement on Form S-1
Management's Discuss and Analysis of Financial Condition and Results of Operations, page 46
1.We note your risk factor disclosure regarding COVID-19 on pages 19 and 20.  In light of
changing trends and the overall economic outlook, please discuss how you expect the
global outbreak of COVID-19 to impact your future operating results and near-and-long-
term financial condition.  Please refer to CF Disclosure Guidance Topic No. 9 (March 25,
2020).
Choice of Forum, page 98
2.We note you revised disclosure here and in the risk factor section that the "federal district

 FirstName LastNameDavid Morris
 Comapany NameGuardian Pharmacy, LLC
 April 13, 2020 Page 2
 FirstName LastName
David Morris
Guardian Pharmacy, LLC
April 13, 2020
Page 2
court for the District of Delaware will be the exclusive forum for the resolution of any
complaint asserting a cause of action arising under the Securities Act." Please clearly state
whether or not such provision applies to actions arising under the Exchange Act
and enhance your risk factor disclosure related to this provision, including but not limited
to the enforceability of the provision, increased costs to bring a claim, limited access to
information and other imbalances of resources between the company and shareholders,
and that this provision can discourage claims or limit shareholders' ability to bring a claim
in a judicial forum that they find favorable.
            You may contact Keira Nakada at 202 551-3659 or Angela Lumley at 202-551-3398 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jennifer Lopez at 202-551-3792 or Jacqueline Kaufman at 202-551-3797 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

March 11, 2020
David Morris
Chief Financial Officer
Guardian Pharmacy, LLC
171 17th Street NW
Suite 1400
Atlanta, Georgia 30363
Re:Guardian Pharmacy, LLC
Draft Registration Statement on Form S-1
Filed February 13, 2020
CIK 0001802255
Dear Mr. Morris:
            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
Business
Our Key Strengths, page 62
1.We note your disclosure on page 65 that your "business model is supported by [y]our
proprietary centralized data warehouse, which collects a variety of data related to
pharmacy operating systems, purchasing and inventory management, finance and business
planning, pharmacy benefit plan reimbursement, sales and customer relationship
management, human resources and payroll, and banking."  Please revise your disclosure
to discuss further the services provided by Guardian Pharmacy Services, including an
explanation of the information collected by your centralized data warehouse.  In this

 FirstName LastNameDavid Morris
 Comapany NameGuardian Pharmacy, LLC
 March 11, 2020 Page 2
 FirstName LastName
David Morris
Guardian Pharmacy, LLC
March 11, 2020
Page 2
regard, we note that you discuss the Guardian Compass and Guardian Shield services
included on the graph on page 66, but do not appear to do the same for Guardian
Pharmacy Services.
Our Growth Strategy, page 68
2.We note that you have quantified resident count to show your increase in "new large
regional and national LTCF accounts" and "resident adoption of [y]our services in ALF
accounts" in the second and third bullet points on page 69.  To the extent practicable and
to provide additional context for investors, tell us what consideration you have given to
quantifying the resident count related to the "[i]ncrease [in] local and small regional LTCF
accounts" in the first bullet point on page 69.
3.We note your disclosure here and in the prospectus summary that you have established
relationships with large regional and national ALFs, including Brookdale Senior
Living, Eclipse Senior Living and Belmont Village Senior Living.  In order to better
understand your client relationships, please disclose the material terms of your agreements
with ALFs.  Please ensure that your disclosure includes the duration of such agreements
(e.g. annual or multi-year), renewal terms and termination provisions, if material.

As a related matter, please provide similar disclosure with regards to GH/BHFs, given
your disclosure throughout the registration statement that two-thirds of your revenue is
derived from ALFs and GH/BHFs.  If appropriate, please disclose the percentage of your
revenue that is derived from ALFs versus GH/BHFs.
Financial Statements for the Period Ended December 31, 2018
Notes to the Consolidated Financial Statements
1. Description of Business and Significant Accounting Policies
New Accounting Pronouncements, page F-16
4.We note your adoption date of several standards, for example ASC 606 and 842, appears
to coincide with the extended transition period.  These adoption dates appear to be
inconsistent with your disclosure on the cover page and page 54 which states you
have elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the
Securities Act.  Please clarify or revise.
General
5.Please consider including an organizational chart that clearly discloses your current
ownership structure and the relationship between you and the various related entities
identified in the Business section, and if material, also include your structure after giving
effect to this offering and the Corporate Conversion.

 FirstName LastNameDavid Morris
 Comapany NameGuardian Pharmacy, LLC
 March 11, 2020 Page 3
 FirstName LastName
David Morris
Guardian Pharmacy, LLC
March 11, 2020
Page 3
            You may contact Keira Nakada at 202-551-3659 or Angela Lumley at 202-551-3398 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jennifer Lopez-Molina at 202-551-3792 or Jacqueline Kaufman at 202-551-3797 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services