VIA EDGAR
September 14, 2020
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E., Washington, D.C. 20549
Attention: Mr. Daniel Morris, Mr. Frank Pigott, Ms. Erin Jaskot, Ms. Suying Li, Ms. Angela Lumley
Re: | American Well Corporation |
Registration Statement on Form S-1 (File No. 333-248309)
Acceleration Request
Requested Date: September 16, 2020
Requested Time: 3:30 p.m., Eastern Time
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the Act), Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and Piper Sandler & Co., as representatives of the several underwriters, hereby join American Well Corporation in requesting that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement to become effective on September 16, 2020 at 3:30 pm (ET), or as soon thereafter as is practicable. This request supersedes our previously filed request for acceleration.
Pursuant to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.
The undersigned advise that they have complied and will continue to comply, and that they have been informed by the participating underwriters and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Remainder of Page Intentionally Left Blank]
Very truly yours,
As Representatives of the several Underwriters
MORGAN STANLEY & CO. LLC | ||
By: | /s/ Chris Rigoli | |
Name: Chris Rigoli Title: Vice President |
GOLDMAN SACHS & CO. LLC | ||
By: | /s/ Elizabeth Reed | |
Name: Elizabeth Reed Title: Managing Director |
PIPER SANDLER & CO. | ||
By: | /s/ Neil Riley | |
Name: Neil Riley Title: Managing Director |
Cc: | Bradford Gay, American Well Corporation |
Michael Kaplan, Davis Polk & Wardwell LLP
Marcel Fausten, Davis Polk & Wardwell LLP
Michael Benjamin, Latham & Watkins LLP
Nathan Ajiashvili, Latham & Watkins LLP
[Signature Page to Acceleration Request by Underwriters]