J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Morgan Stanley & Co. LLC
New York, New York 10036
January 28, 2020
VIA EMAIL AND EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: William Mastrianna
1Life Healthcare, Inc.
Registration Statement on Form S-1
File No. 333-235792
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the Act), we, as representatives of the several underwriters, hereby join in the request of 1Life Healthcare, Inc. (the Registrant) that the Securities and Exchange Commission (the Commission) take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on January 30, 2020, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant or its outside counsel, Cooley LLP, may orally request via telephone call to the staff of the Commission.
Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that approximately 2,000 copies of the Preliminary Prospectus, dated January 21, 2020, and included in the above-referenced Registration Statement, as amended, were distributed during the period from January 21, 2020 through the date hereof, to prospective underwriters, institutions, dealers and others.
We, the undersigned, as representatives 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,
J.P. MORGAN SECURITIES LLC
MORGAN STANLEY & CO. LLC
Acting on behalf of themselves and the
|by: J.P. MORGAN SECURITIES LLC|
Name: Ben Burdett
Title: Managing Director
|by: MORGAN STANLEY & CO. LLC|
Name: Danika Fry
Title: Vice President
Matthew B. Hemington, Cooley LLP
John T. McKenna, Cooley LLP
Alan F. Denenberg, Davis Polk & Wardwell LLP
Donald K. Lang, Davis Polk & Wardwell LLP