United States securities and exchange commission logo





                             April 13, 2021

       David Bernhardt
       Chief Financial Officer
       Sentinel Labs, Inc.
       444 Castro Street, Suite 400
       Mountain View, California 94041

                                                        Re: Sentinel Labs, Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted March 17,
2021
                                                            CIK No. 0001583708

       Dear Mr. Bernhardt:

              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 Filed on Form S-1 on March 17, 2021

       Risk Factors, page 24

   1.                                                   You disclose that you
expect to continue to generate a significant portion of your revenue
                                                        from your channel
partners in the foreseeable future. Please disclose the percentage of
                                                        your revenue that is
generated by sales through your partners. Disclose the identity of
                                                        your significant
channel partners and the material terms of any agreements with them. In
                                                        this regard, we note
that one channel partner represented 19% of your revenue in fiscal
                                                        year 2020.
 David Bernhardt
FirstName   LastNameDavid Bernhardt
Sentinel Labs,  Inc.
Comapany
April       NameSentinel Labs, Inc.
       13, 2021
April 213, 2021 Page 2
Page
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
64

2.       Your chart shows the growth of ARR from 2013 through 2021. To provide
balanced
         context, please include the net income/losses for all years presented
in the chart.
3.       You disclose that your customer base includes four of the Fortune 10,
27 of the Fortune
         500, and 46 of the Global 2000. Please provide context regarding the
significance of these
         customers by disclosing whether these customers are among the 104
customers in 2020
         that generated ARR of $100,000 or more.
Certain Relationships and Related Party Transactions, page 122

4.       Please disclose the material terms of the Voting Agreement, including
the identity of the
         parties, in this section.
Shares Eligible for Future Sale, page 132

5.       Please disclose the exceptions to the lock-up agreements.
Financial Statements
Notes To Consolidated Financial Statements
15. Subsequent Events, page F-28

6.       Regarding the August and December secondary sales of stock, please
clarify whether the
         sales were at fair value and advise us.
7.       Please provide us with a breakdown of all stock-based compensation
awards granted
         during fiscal 2021 and through the current date, including the fair
value of the underlying
         stock used to value such awards. To the extent there were any
significant fluctuations in
         the fair values, please describe for us the factors that contributed
to such fluctuations,
         including any intervening events within the company or changes in your
valuation
         assumptions or methodology. Tell us when you commenced discussions
with the
         underwriters. Also, please disclose any share-based issuances
subsequent to the most
         recent balance sheet date and the expected financial statement impact,
if material.
General

8.       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 communication.
 David Bernhardt
FirstName   LastNameDavid Bernhardt
Sentinel Labs,  Inc.
Comapany
April       NameSentinel Labs, Inc.
       13, 2021
April 313, 2021 Page 3
Page
FirstName LastName
        You may contact Joseph Kempf, Senior Staff Accountant, at (202)
551-3352 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Alexandra Barone,
Staff Attorney, at (202) 551-8816 or Jan Woo, Legal Branch Chief, at (202)
551-3453 with any
other questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Technology
cc:      Ran Ben-Tzur