Company Acceleration Request

July 22, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:

  

Jonathan Burr

Brigitte Lippmann

Suying Li

Rufus Decker

 

  Re:

Livongo Health, Inc.

      

Registration Statement on Form S-1

      

File No. 333-232412

 

Acceleration Request        
            Requested Date:   July 24, 2019      
            Requested Time:   4:00 P.M. Eastern Time      

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Livongo Health, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-l (File No. 333-232412) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Mark Baudler at (650) 320-4597.

* * * *


Sincerely,
Livongo Health, Inc.
/s/ Zane Burke
Zane Burke
Chief Executive Officer

 

cc:

Glen Tullman, Livongo Health, Inc.

Lee Shapiro, Livongo Health, Inc.

Erica Palsis, Livongo Health, Inc.

Mark Baudler, Wilson Sonsini Goodrich & Rosati, P.C.

Megan Baier, Wilson Sonsini Goodrich & Rosati, P.C.

Lianna Whittleton, Wilson Sonsini Goodrich & Rosati, P.C.

David Peinsipp, Cooley LLP

Underwriters' Acceleration Request

July 22, 2019

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention:

  

Jonathan Burr

Brigitte Lippmann

Suying Li

Rufus Decker

Re:    Livongo Health, Inc.

Registration Statement on Form S-1 (File No. 333-232412)

Ladies and Gentlemen:

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise that as of the date hereof, approximately 7,115 copies of the Preliminary Prospectus dated July 22, 2019 were distributed to prospective underwriters, institutional investors and prospective dealers in connection with the above-captioned Registration Statement.

We wish to advise you that the participating underwriters have informed us that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time, on Wednesday, July 24, 2019 or as soon thereafter as practicable.

[Signature page follows]


Very truly yours,

MORGAN STANLEY & CO. LLC

GOLDMAN SACHS & CO. LLC

J.P. MORGAN SECURITIES LLC

As representatives of the Underwriters

 

By:   Morgan Stanley & Co. LLC
By:   /s/ Matt Strom
  Name: Matt Strom
  Title: Executive Director

 

By:   Goldman Sachs & Co. LLC
By:   /s/ Elizabeth Wood
  Name: Elizabeth Wood
  Title: Managing Director

 

By:   J.P. Morgan Securities LLC
By:   /s/ David Peoples
  Name: David Peoples
  Title: Managing Director