CORRESP 1 filename1.htm CORRESP

Via EDGAR Submission

January 12, 2021

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

 

  Re:

American Well Corporation

      

Registration Statement on Form S-1 (File No. 333-252047)

      

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as the representatives of the several underwriters, hereby join in the request of American Well Corporation (the “Company”) for acceleration of the effective date of the above-referenced Registration Statement so that it becomes effective at 4:00 P.M. Eastern Time on January 14, 2021, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission 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 Wood
  Name:   Elizabeth Wood
  Title:   Managing Director

 

PIPER SANDLER & CO.
By:   /s/ Paul Scansaroli
  Name:   Paul Scansaroli
  Title:   Managing Director

 

UBS SECURITIES LLC
By:   /s/ Robin Tang
  Name:   Robin Tang
  Title:   Director

 

UBS SECURITIES LLC
By:   /s/ Rishi Soni
  Name:   Rishi Soni
  Title:   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]