TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo June 18, 2020 Daniel Schreiber Chief Executive Officer Lemonade, Inc. 5 Crosby Street, 3rd Floor New York, NY 10013 Re: Lemonade, Inc. Registration Statement on Form S-1 Filed June 8, 2020 Amendment No. 1 to Registration Statement on Form S-1 Filed June 15, 2020 File No. 333-239007 Dear Mr. Schreiber: We have reviewed your registration statement and amendment 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 amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Form S-1 and Form S-1/A filed June 8, 2020 and June 15, 2020 Reinsurance, page 88 1. We note your disclosure that beginning on July 1, 2020 your new reinsurance policies will be in place. We also note that you have filed "forms of" reinsurance agreements as exhibits. Please advise us of the timing of entering into these agreements relative to effectiveness. In this regard, please advise us if you will be naming these reinsurers in your prospectus prior to effectiveness and filing executed contracts. We may have further comment based on your response. Daniel Schreiber Lemonade, Inc. June 18, 2020 Page 2 Management's Discussion And Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures Adjusted EBITDA and Adjusted EBITDA Margin, page 106 2. It is apparent that the numerator of your adjusted EBITDA margin is presented net of reinsurance activity while its denominator does not net out ceded earned premiums. We note that this mismatch appears to overstate your margin. In this regard, we note that your adjusted EBITDA margin for the first quarter of 2020 would be (89)% instead of (73)% if the denominator excluded the $5.2 million ceded earned premiums. It also appears that this difference will be exacerbated in future periods under your new reinsurance arrangement effective July 1, 2020. Please revise your computation and disclosure throughout your filing to present the denominator net of ceded earned premiums, or advise us why your current presentation is appropriate. Although this mismatch appears to understate your adjusted gross margin, this comment also applies to the denominator in the computation of that non-GAAP measure. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Bonnie Baynes at (202) 551-4924 or Mark Brunhofer at (202) 551-3638 if you have questions regarding comments on the financial statements and related matters. Please contact John Stickel at (202) 551-3324 or Susan Block at (202) 551-3210 with any other questions. FirstName LastNameDaniel Schreiber Sincerely, Comapany NameLemonade, Inc. Division of Corporation Finance June 18, 2020 Page 2 Office of Finance FirstName LastName