October 18, 2019

Mike Pykosz
Chief Executive Officer
Oak Street Health, LLC
30 W. Monroe Street
Suite 1200
Chicago, IL 60603

       Re: Oak Street Health, LLC
           Draft Registration Statement on Form S-1
           Submitted September 20, 2019
           CIK No. 0001564406

Dear Mr. Pykosz:

       We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.

       Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.

      After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1 submitted September 20, 2019

Prospectus Summary, page 1

1.     Where you quantify the total number of patients and the average
per-center number of
       patients, please revise to specify the percentage that represent
fee-for-service patients
       compared to those that have plans subject to "contractual arrangements
with payors on a
       PPPM basis, which create subscription-like, recurring revenue streams."
In this regard,
       we note your disclosure on page 104 that 40% of your patients at
December 31, 2018 were
       fee-for-service patients.
 Mike Pykosz
FirstName LastNameMike Pykosz
Oak Street Health, LLC
Comapany NameOak Street Health, LLC
October 18, 2019
Page 2
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FirstName LastName
2.       We note your statement on page 2 that you have proven our ability to
translate "Wins"
         into economic benefits and that your top-line performance is generated
from your multi-
         year, contractual arrangements with payors on a PPPM basis. Please
revise to provide
         context for this statement by disclosing the fact that you have
incurred net losses since
         inception, that that you entered into your first fully capitated
agreements with health plans
         in 2016 and that you have limited experience managing contracts with
full risk. In this
         section, please also disclose your reliance on a limited number of
payors, identify them,
         and quantify the portion of your revenues attributable to them.
3.       Please revise to disclose here, and throughout the prospectus, the
number of centers with
         more than 2,500 total patients operating at 82% weighted-average
capacity. Revise to
         balance this disclosure where used throughout your prospectus with the
number of centers
         that have not reached profitability, and quantify your overall average
center-level
         contribution margin for the periods presented.
Our Market Opportunity, page 4

4.       Please revise to clarify how you determined that the addressable
market size of $325
         billion, disclosing and quantifying any assumptions underlying the
calculation. For
         instance, how do you define "average PPPM revenue," over what period
of time is it
         calculated, and how is it impacted by subsequent period adjustments or
other risk
         adjustments as described on pages 86 and F-8?
The Oak Street Platform is Re-Defining Primary Care, page 4

5.       To facilitate an understanding of your business, please revise to
explain what you mean by
         "Our Centers." In this regard, we note the disclosure on page 44
indicating that your
         physician practices are owned and operated by the physicians.
Our Impact, page 6

6.       Please revise to include supporting data for the reductions in
hospital admissions, 30-day
         readmission rates, and emergency department visits and discuss any
material assumptions
         or estimates used in your calculations. Also, please revise to explain
and quantify how
         these reductions contributed to a "significant reduction" in total
healthcare costs. In your
         revised disclosure, please also clarify how these reductions in total
healthcare costs
         impacted your income statement for the reported periods. Revise to
balance this
         discussion with the overall average center-level contribution margin
during the periods
         presented, also quantifying the amount by which your consolidated
medical costs
         exceeded your revenue.
7.       Please revise to explain what the "Net Promoter Score" measures, how
it is calculated and
         why you believe it is a meaningful metric.
8.       Please revise to provide a basis for your statements on page 7 that
you have demonstrated
         a "strong track record of quality outcomes and patient experience
metrics" and your
 Mike Pykosz
FirstName LastNameMike Pykosz
Oak Street Health, LLC
Comapany NameOak Street Health, LLC
October 18, 2019
Page 3
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FirstName LastName
         "strong performance in Medicare quality metrics."
9.       We note your statement that your care model has created a rare
instance where higher-
         quality care and a better customer experience come at a lower cost to
the healthcare
         system. Please revise to provide support for these claims.
Risks Associated with Our Business, page 9

10.      In the first bullet point where you note your history of net losses,
please quantify the risk
         by disclosing your Accumulated Deficit.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Factors Affecting our Performance, page 71

11.      You disclose that your ability to retain your patients is one of your
critical advantages.
         Please tell us the metrics you use to evaluate individual patient
retention, providing
         quantification for each of the years in the five year period used in
your related tables in
         this section.
12.      You disclose on page 73 that your average patient had 8 visits in
2018. Tell us the extent
         to which that average was different for your fee-for-service patients
compared to your
         capitation fee MA patients.
13.      Revise the discussion related to your table showing the number of
patients and number of
         centers on page 74 to explain why the number of patients divided by
the number of
         centers dropped from 1,458 in 2017 to 1,282 in 2018.
14.      Tell us why your tables here exclude the capitated revenues associated
with Medicare Part
         D. Explain the impact that excluding these amounts has on your
metrics.
15.      Please provide us with a graphic depiction of your center-level
contribution margin
         similar to the graphic depicting "Total Revenue by Year Center Opened"
on page 75.
         Consider revising your section titled "Center-level contribution
margin" on page 75 to
         include such a graphic.
16.      Refer to your graphics titled "Total Patients by Year" on page 76 and
"2015 Cohort
         Economics" on page 77. Please provide us with and consider disclosing
similar graphics
         for each of your center cohorts for 2013 and 2014.
Comparison of the Year Ended December 31, 2017 and 2018, page 81

17.      You disclose on page 104 that for 2018 approximately 40% of your
patients were covered
         by traditional Medicare and were thus fee-for-service patients.
However, approximately
         97% of your total revenue was from capitation arrangements.
           For each period presented, revise this section to separately
quantify the cost of
              medical services provided to your fee-for-service patients versus
the cost of medical
              services you provided to your capitation arrangement patients
versus the third-party
              claims expense from your capitation arrangement patients.
 Mike Pykosz
Oak Street Health, LLC
October 18, 2019
Page 4
              Clearly disclose how you allocate the nonmedical costs for
purposes of evaluating
              profitability.
              Clarify how you measured and evaluated the incremental cost of
your fee-for-service
              arrangements compared to your capitation fee arrangements for
each period
              presented.
              You also disclose here that your Capitated revenue was
supplemented by a 41%
              increase related to higher patients under capitated arrangements
and 24% increase in
              payments related to higher level of acuity. Revise to separately
quantify your
              incremental cost of internally provided medical services for each
of these factors.
Critical Accounting Policy
Third-Party Medical Claim Expense, page 86

18.      You disclose on page 86 that you expect the range of your third-party
medical expense
         estimating risk to be within 20% of actual third-party medical claim
expenses. In order to
         provide financial statement users with information to facilitate
better understanding of the
         amount, timing, and uncertainty of cash flows arising from capitation
contracts and the
         development of the related liability for unpaid claims estimates,
please revise
         Management's Discussion and Analysis (MD&A) to address the following:
           Revise to disclose your claims development in a tabular format, as
of the date of the
             latest audited balance sheet date, your claims development by
health event year,
             including separate information about both of the following on a
net basis after risk
             mitigation through your provider excess loss insurance:
               o   incurred claims
               o   paid claims
           The disclosure about claims development by health event year should
present
             information for the number of years for which claims incurred
typically remain
             outstanding.
           You disclose that you "reconcile" the liability on a quarterly
basis. Revise to discuss
             the range of adjustments made during the periods presented,
identifying any trends
             experienced.

19.    Revise to clearly disclose your methodology for determining whether any
of your
       capitation arrangements are loss contracts and how this would affect
your accounting for
       these arrangements. Clearly disclose the extent to which any of your
contracts were
FirstName LastNameMike Pykosz
       deemed to be loss contracts during the periods presented, including
quantification of the
Comapany NameOak Street Health, LLC trends experienced and your expectation for
future
       amounts involved. If so, discuss the
October 18, 2019 Page 4those trends.
       periods based on
FirstName LastName
 Mike Pykosz
FirstName LastNameMike Pykosz
Oak Street Health, LLC
Comapany NameOak Street Health, LLC
October 18, 2019
Page 5
October 18, 2019 Page 5
FirstName LastName
Unit-Based Compensation, page 87

20.      Once you have an estimated offering price or range, please explain to
us the reasons for
         any differences between the recent valuations of your equity units and
the estimated
         offering price. This information will help facilitate our review of
your accounting for
         equity issuance including incentive unit compensation and beneficial
conversion features.
Overview, page 89

21.      Approximately 97% of your total revenue for 2018 is from capitation
contracts. You
         disclosed on page F-8 that capitation contracts are typically known as
a risk contract.
         Under those contracts, your company receives from the third-party
payor a fixed payment
         per patient per month and is responsible for providing healthcare
services required. Your
         company is also responsible for incurring or paying for the cost of
healthcare services
         required in addition to those provided by your company. Please tell us
and revise your
         disclosures herein and on page F-7 to clarify whether your company or
any of
         your subsidiaries are a registered insurance company.
Business
Our History, page 93

22.      In the table on page 93 where you quantify the number of patients,
please expand to
         specify the portion of patients that are fee-for-service patients vs.
those enrolled in plans
         subject to capitation arrangements. Please apply this comment to your
tables on pages 73,
         74, 76 and 78 as well.
Business
Fee Arrangements, page 104

23.      You disclose on page 104 that "As of December 31, 2018, approximately
40% of our
         patients were covered by traditional Medicare and were thus, by
definition, fee-for-service
         patients and approximately 60% of our patients were enrolled in MA
plans. Of those
         patients enrolled in MA plans, approximately 97% are reimbursed
through a capitation
         arrangement." Revise this section as well as your disclosure sections
beginning on pages
         70 and 89 to disclose the percentage of the medical services, both in
terms of the total
         value of services you provided and as well as the total number of
visits to your physician
         groups, you provided internally for patients covered by traditional
Medicare versus
         patients enrolled in MA plans covered by capitation arrangements .

24.      Please revise to discuss your contractual arrangements with your
physicians. In this
         regard, we note that your disclosure on page 44 indicates that your
physician practices are
         each owned and operated by physicians and which employ or contract
with additional
         physicians to provide physician services.
 Mike Pykosz
FirstName LastNameMike Pykosz
Oak Street Health, LLC
Comapany NameOak Street Health, LLC
October 18, 2019
Page 6
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FirstName LastName
Payor Relationships, page 104

25.      We note that a significant portion of your revenue is concentrated
with three large payors
         which comprised approximately 83% of your revenue in 2018. Please
revise to discuss the
         material terms of your capitation arrangements with Humana, WellCare
and Cigna
         HealthSpring. Also file the agreements as exhibits to the registration
statement or tell us
         why you do not believe they are required to be filed. See Item
601(b)(10) of Regulation S-
         K.
Competition, page 114

26.      To the extent known, please revise the discussion of competition to
discuss other large and
         medium-sized local and national providers of primary care that utilize
similar capitated
         arrangements.
Intellectual Property, page 114

27.      Your disclosure on page 5 states that Canopy is a key driver of the
success of your care
         model and underlies every aspect of your day-to-day patient engagement
and workflows.
         Please revise here to disclose the type of intellectual property right
protection applicable
         to Canopy. In your revised disclosure, please clarify the source of
protection for your
         "proprietary software," explain why technology is "proprietary," and
disclose the duration
         of the underlying intellectual property protection.
Consolidated Statements of Operations, page F-4

28.      Given the ownership interests and related party aspect of your
transactions with Humana,
         revise to separately quantify the amounts related to Humana on the
face of your financial
         statements. Refer to Rule 4-08(k) of Regulation S-X.
Capitated Revenue and Accounts Receivable, page F-8

29.      You disclose that the capitated revenues are recognized based on the
estimated payment
         per patient per month (PPPM) earned, net of certain projected
performance incentives,
         performance guarantees, risk shares, and rebates. You disclose that
PPPM fees can
         fluctuate based on acuity of the individual enrollee. You also
disclose that certain third
         party contracts include a Medicare Part D payment subject to risk
sharing. Please revise
         to address the following regarding these adjustments to your PPPM
fees:
           Revise this footnote to explain in greater detail about each of the
risk adjustment and
              rebate types, providing quantification of each type of adjustment
separately to the
              extent it is material to the financial statements, in a manner
that reconciles back to
              your total capitation revenue.
           Revise your Business section to more clearly disclose how each type
of these
              adjustment is determined and affects your particular business
model.
           Revise your MD&A to quantify these adjustments. Revise to identify
and explain the
              trends experienced in each type of adjustment for the periods
presented.
 Mike Pykosz
Oak Street Health, LLC
October 18, 2019
Page 7
              Revise to quantify the percentage of your capitation arrangements
which include a
              Medicare Part D component.
Note 2 - Summary of Significant Accounting Policies
Fee-for-Service Revenue and Accounts Receivable, net, page F-9

30.      You disclose the following on page F-9: "The Company invests heavily
in primary care
         to prevent unnecessary acute events and manage chronic illnesses, and
the cost incurred
         exceed the amount that the Company would have realized under
fee-for-service payment
         arrangements."
           Revise this footnote to quantify the amount by which the amount
collected on fee-for-
              service payment arrangements is exceeded by your overall costs of
those medical
              services for each period presented.
           Revise your MD&A to quantify and discuss this amount, addressing any
trends
              experienced during the periods presented.
31.      Revise to provide a rollforward for your Fee-for-service accounts
receivable on a gross
         basis. Also, provide rollforwards of your allowance for bad debt as
well as your
         allowance for contractual adjustments.
Note 8 - Liability for Unpaid Claims, page F-22

32.    Revise to provide a rollforward of your unpaid claims liability that
addresses the
       following:
         Quantify the balance in the liability for unpaid claims liability at
the beginning and
            end of each fiscal year presented.
         Quantify the incurred claims expense with separate disclosure of the
provision for
            claim events for the current fiscal year from claim events for
prior fiscal years.
         Quantify the payments of claims with separate disclosure of payments
attributable to
            claim events of the current fiscal year and claim events of the
prior fiscal year.
         Disclose the reasons for the change in incurred claims expense
recognized in your
            statement of operations attributable to claim events of prior
fiscal years and whether
            additional premiums or capitation adjustments have been accrued as
a result of the
            prior year effects.
         Your disclosure on pages F-22 and F-23 indicates that the premiums
paid and claim
            payments received from your provider excess insurance coverage is
reported net
            within your unpaid claims liability. Clearly quantify these amounts
on a gross
            payments in this tabular disclosure.
         Tell us your basis for reporting the unpaid claims liability net of
provider excess
            insurance recoverables.
FirstName LastNameMike Pykosz
Comapany NameOak Street Health, LLC terms of your provider excess insurance,
including
33.    Revise to more clearly disclose the
October 18, 2019 lower 7
       upper and Page limits.
FirstName LastName
 Mike Pykosz
FirstName LastNameMike Pykosz
Oak Street Health, LLC
Comapany NameOak Street Health, LLC
October 18, 2019
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FirstName LastName
Note 18 - Variable Interest Entities, page F-37

34.      You disclose on page F-7 that Oak Street Health, MSO LLC is a wholly
owned subsidiary
         of Oak Street Health LLC formed to provided a wide range of management
services to the
         Physician Groups, including the management of health plan contracts.
You also disclose
         that the Physician Groups employee healthcare providers deliver
primary care services to
         the Medicare populations in your geographic markets. Please address
the following with
         a view toward expanded disclosure and great transparency:
           Tell us how total revenues and expenses in your VIE's as presented
in the table on
              page F-38 were computed, what services they represent, and how
they relate to the
              amounts presented on your Statements of Operations.
           Clarify whether the capitation arrangement is drafted at the MSO
level or the
              Physician Group level, and accordingly, clarify whether the total
revenues of the
              Physician Groups on F-38 include capitation fees.
           Tell us how you factor in the Physician Group revenue and expenses
from page F-38
              when determining and evaluating the profitability of your
capitation and fee for
              service arrangements.
           Clarify whether the operating expenses of the Physician Groups in
your table on F-38
              include Third-party medical claims expense.
           Separately identify your medical versus nonmedical Salaries and
employee benefits,
              and clarify any other line items which include the cost of
providing medical services
              via your Physician Groups.
           Revise your MD&A to separately quantify the consolidated cost of
medical services
              provided by your Physician Groups (excluding Third-party medical
claims expense)
              as reflected on the face of your Statements of Operations for the
periods presented.
              Discuss the trends experienced during the periods presented.
Separately identify your
              medical versus nonmedical Salaries and employee benefits.
           Revise your MD&A to explain how you considered the consolidated cost
of medical
              services provided your Physician Groups (separately from your
Third-party medical
              claims expense) when evaluating the profitability of your
capitation and fee for
              service arrangements, addressing how you identify and account for
loss contracts.
           Tell us how you determined not to reflect the consolidated cost of
medical services
              provided your Physician Groups (excluding Third-party medical
claims expense) as a
              separate line item on the face of your Statements of Operations.

Note 24 - Subsequent Events, page F-41

35.      You disclose here that in October 2018 an agreement was signed between
Oak Street
         Health MSO, LLC and Evangelical Services Corporation to establish
OSH-ESC Joint
         Venture, LLC. Revise your discussion here to more clearly explain the
purpose, scope,
         and parameters of the contract and resulting joint venture.
 Mike Pykosz
FirstName LastNameMike Pykosz
Oak Street Health, LLC
Comapany NameOak Street Health, LLC
October 18, 2019
October 18, 2019 Page 9
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FirstName LastName
General

36.      Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
37.      Please provide us proofs of all graphics, visual, or photographic
information you will
         provide in the printed prospectus prior to its use, for example in a
preliminary prospectus.
         Please note that we may have comments regarding this material.
       You may contact Andi Carpenter at 202-551-3645 or Kevin Vaughn at
202-551-3494 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jeffrey Gabor at 202-551-2544 or Mary Beth Breslin at 202-551-3625 with
any other
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of Life
Sciences
cc:      Robert E. Goedert, Esq.