Phreesia, Inc.
432 Park Avenue South, 12th Floor
New York, New York 10016
VIA EDGAR
December 10, 2019
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Mr. Daniel Morris
Re: Phreesia, Inc.
Acceleration Request for Registration Statement on Form S-1
File No. 333-235439
Requested Date: December 12, 2019
Requested Time: 4:30 p.m. Eastern Time
Dear Mr. Morris:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Phreesia, Inc. (the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-235439) (the “Registration Statement”) be accelerated to December 12, 2019 at 4:30 p.m. Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.
Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP by calling Edwin M. O’Connor at (212) 813-8853. We also respectfully request that a copy of the written order from the Securities and Exchange Commission (the “Commission”) verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Edwin M. O’Connor, by facsimile to (212) 937-3476.
Under separate cover, J.P. Morgan Securities LLC, Wells Fargo Securities, LLC and William Blair & Company, L.L.C., as representatives of the underwriters, will send the Commission a letter joining in this request for acceleration of the effective date.
If you have any questions regarding this request, please contact Edwin M. O’Connor of Goodwin Procter LLP at (212) 813-8853.
[Remainder of page intentionally left blank]
Sincerely, |
PHREESIA, INC. |
/s/ Chaim Indig |
|
Name: Chaim Indig |
Title: Chief Executive Officer |
cc: Thomas Altier, Phreesia, Inc.
Charles Kallenbach, Phreesia, Inc.
John J. Egan, Goodwin Procter LLP
Edwin M. O’Connor, Goodwin Procter LLP
Andrew R. Pusar, Goodwin Procter LLP
Stelios G. Saffos, Latham & Watkins LLP
Brittany D. Ruiz, Latham & Watkins LLP