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]
