February 6, 2020

Jared Isaacman
Chief Executive Officer
Shift4 Payments, Inc.
2202 N. Irving Street
Allentown, PA 18109

       Re: Shift4 Payments, Inc.
           Amendment No. 1 to Draft Registration Statement on Form S-1
           Submitted January 17, 2020
           CIK No. 0001794669

Dear Mr. Isaacman:

      We have reviewed your amended 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.

Amendment No. 1 to Draft Registration Statement on Form S-1 submitted January
17, 2020

Risk Factors
Risks Related to the offering and ownership of our Class A common stock
"Our amended and restated certificate of incorporation provides that the
doctrine of 'corporate
opportunity'. . ." , page 50

1.     We note your response to comment 18 and your amended disclosure on page
50, but we
       reissue our comment in part. Given the overlap and affiliation between
your management,
       the Founder, and the Continuing Equity Owners, please explain in detail
how you will
       determine the scope of your corporate opportunity provision, including
how you intend to
       define "employed" or "employee" for purposes of determining whether the
doctrine of
       corporate opportunity should apply to particular facts and
circumstances.
 Jared Isaacman
Shift4 Payments, Inc.
February 6, 2020
Page 2
"Our amended and restated certificate of incorporation will provide . . .",
page 50

2.     We note your response to comment 7, and your amended disclosure that
"the exclusive
       forum provisions will not apply to suits brought to enforce any
liability or duty created by
       the Securities Act or the Exchange Act, or to any claim for which the
federal courts have
       exclusive jurisdiction." Please confirm that your amended and restated
certificate of
       incorporation will clearly state that the exclusive forum provisions do
not apply to claims
       under the federal securities laws, or tell us how you will make future
investors aware of
       the provision's limited applicability.
Customer Success Stories, page 92

3.     We note that you have amended your filing to add a discussion of
"Customer Success
       Stories," that describe your business "viewed through the lenses of
[y]our
       customers." Please revise your filing to disclose whether these customer
stories were
       solicited. Also, please advise whether the customers you have identified
have consented
       to their stories being disclosed in your filing.
      Please contact Katherine Bagley at (202) 551-2545 or Mara Ransom at (202)
551-
3264 with any questions.



                                                             Sincerely,
FirstName LastNameJared Isaacman
                                                             Division of
Corporation Finance
Comapany NameShift4 Payments, Inc.
                                                             Office of Trade &
Services
February 6, 2020 Page 2
cc:       Marc D. Jaffe
FirstName LastName