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                             March 14, 2024

       David Rosen
       Managing Partner
       Rubric Capital Master Fund LP
       155 East 44th Street
       New York, New York 10017

                                                        Re: Rubric Capital
Master Fund LP
                                                            Xperi Inc.
                                                            PREC 14A filed by
Rubric Capital Management LP et al.
                                                            Filed March 8, 2024
                                                            File No. 001-41486
                                                            Soliciting
Materials filed pursuant to Rule 14a-12 by Rubric Capital
                                                            Management LP et
al.
                                                            Filed March 11,
2024

       Dear David Rosen:

              We have reviewed your filings 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 these comments by providing the requested
information or advise us as
       soon as possible when you will respond. If you do not believe our
comments apply to your facts
       and circumstances, please tell us why in your response.

            After reviewing your response to these comments, we may have
additional
       comments. Defined terms used herein have the same meaning as in your
filings.

       PREC14A filed March 8, 2024

       Reasons for the Solicitation, page 11

   1.                                                   Each statement or
assertion of opinion or belief must be clearly characterized as such, and
                                                        a reasonable factual
basis must exist for such opinion or belief. Support for any such
                                                        opinions or beliefs
should be self-evident or disclosed in the soliciting materials. Please
                                                        generally revise the
disclosure throughout this section accordingly. Some examples of
                                                        opinions presented as
fact that should be recharacterized and/or supported include the
                                                        following:
                                                            "Despite a long
runway of potential growth driven by regulatory changes requiring
 David Rosen
FirstName  LastNameDavid
Rubric Capital Master Fund Rosen
                           LP
Comapany
March      NameRubric Capital Master Fund LP
       14, 2024
March2 14, 2024 Page 2
Page
FirstName LastName
              additional in-cabin monitoring..."
                "The upshot of this is that Xperi sold a business it incubated
and understands well,
              and instead chose to enter into a new business: being the primary
creditor to Tobii..."
                "That company was in a similar state of disarray as Xperi is
today, plagued by
              profligate spending at the expense of stockholder returns."
                "Unfortunately, insiders will have issued themselves a material
amount of the
              Company at the expense of existing stockholders by the time this
level of margin
              improvement is achieved, given the current pace of dilution..."
2.       Please reconcile your statement on page 11 that "[s]ince the Spin-Off,
Xperi's shares of
         Common Stock have declined by approximately 24%" with (i) the figure
of "-28%" on the
         graph on that same page referring to Xperi's stock price since the
Spin-Off and (ii) the
         statement in your press release dated March 11, 2024 that Xperi shares
declined "by
         approximately 28%" since the completion of the Spin-Off.
3.       We note your reference to Adjusted Gross Margin and Adjusted EBITDA
Margin in the
         table on page 13. With a view towards disclosure, please revise to
include the adjustments
         made to those figures for Xperi and the Average ISS Peers.
4.       We note your reference on page 13 to the Company having issued "over
9% of its diluted
         share count to insiders" in 2023 and the statement in your press
release dated March 11,
         2024 that the Board "has deemed it appropriate to issue insiders over
10% of the
         Company   s equity in the last year..." Please tell us how you
calculated these percentages
         and please reconcile these two statements.
5.       Refer to your statement on page 14 and in your press release dated
March 11, 2024 that
         Mr. Lacey's election "would bring an owner's perspective to the
boardroom." Please revise
         to explain how Mr. Lacey's ownership of less than one-tenth of a
percent of the
         Company's shares distinguishes his "owner's perspective" from that of
the existing board
         members.
6.       Please revise throughout to provide more specific source cites for
assertions of fact. For
         example, in several places, such as on pages 13 and 14, you refer to
"Public Filings";
         revise to identify the specific filings referenced.
Voting and Proxy Procedures, page 23

7.       Your statement on page 24 that "there would be no broker non-votes by
such brokers"
         appears inconsistent with the rest of the disclosure in the preceding
sentence, which states
         that, if a stockholder receives proxy materials from both you and the
Company, "then
         brokers holding shares in such stockholder's account will not be
permitted to exercise
         discretionary authority regarding any of the proposals to be voted on
at the Annual
         Meeting, whether 'routine' or not." Please revise to clarify.
8.       On page 24, you reference the possibility of stockholders receiving
"proxy materials only
         from one of the Company and Rubric Capital...," which implies that the
Annual Meeting
 David Rosen
Rubric Capital Master Fund LP
March 14, 2024
Page 3
         could still occur without the Company distributing proxy materials to
stockholders. Please
         advise or revise. In addition, explain why you believe that if
shareholders receive proxy
         materials from Rubric only, this would allow brokers to exercise
discretionary authority.
Form of Proxy , page II-3

9.       Clarify that the bold-faced capital type describing how the proxy will
be voted if not
         direction is indicated refers to signed but unmarked proxies. See Rule
14a-19(e)(7).
Soliciting Materials filed pursuant to Rule 14a-12 by Rubric Capital Management
LP et al.

Press Release

10.      Refer to comment 1 above. Please provide the support for the following
statement in your
         press release dated March 11, 2024, and revise future similar
statements to characterize
         them clearly as an opinion or belief: "The failure to capitalize on
the promise of Perceive,
         despite its potential to accelerate the AI software stack, while
shouldering stockholders
         with years of losses is emblematic of the Company's capital
mismanagement..."
        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

      Please direct any questions to Brian Soares at 202-551-3690 or Christina
Chalk at 202-
551-3263.



FirstName LastNameDavid Rosen                                  Sincerely,
Comapany NameRubric Capital Master Fund LP
                                                               Division of
Corporation Finance
March 14, 2024 Page 3                                          Office of
Mergers & Acquisitions
FirstName LastName