United States securities and exchange commission logo
June 3, 2021
Stephen C. Farrell
Chief Executive Officer and Director
Convey Holding Parent, Inc.
100 SE 3rd Avenue, 26th Floor
Fort Lauderdale, FL 33394
Re: Convey Holding
Parent, Inc.
Registration
Statement on Form S-1
Filed May 21, 2021
File No. 333-256370
Dear Mr. Farrell:
We have reviewed your 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 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.
Registration Statement on Form S-1 filed May 21, 2021
Cover Page
1. We note that you have
added two pages of graphics after the cover page. We note that the
information on the
second page is repeated in the Prospectus Summary, MD&A, and
Business sections but
is shown without the context of those sections. You also highlight
Adjusted EBITDA without
providing comparable GAAP information. Please remove this
page as its prominence
is not appropriate. For guidance, refer to Securities Act Forms
Compliance and
Disclosure Interpretation 101.02, Item 10(e)(1)(i)(A) of Regulation S-
K, and Question 102.10
of the Compliance and Disclosure Interpretations on Non-GAAP
Financial Measures.
Stephen C. Farrell
FirstName LastNameStephen
Convey Holding Parent, Inc. C. Farrell
Comapany
June 3, 2021NameConvey Holding Parent, Inc.
June 3,
Page 2 2021 Page 2
FirstName LastName
Principal and Selling Stockholders , page 143
2. Please revise the table on page 143 to add a column to reflect the
number of securities
being offered by each selling stockholder.
Condensed Consolidated Financial Statements as of and for the Three Months
Ended March 31,
2021
Note 10. Share-Based Compensation, Stock Option Modification, page F-70
3. Regarding the modification to unvested stock options on February 15,
2021, we reference
the disclosure that there was no incremental stock-based compensation
expense as a result
of this modification as the fair value of the modified awards
immediately after the
modification was less than the fair value of the original awards
immediately before the
modification. Please explain to us how you determined that there was
no incremental
value as a result of the decrease in exercise price of the options.
Specifically explain how
you determined that the fair value of the awards immediately after the
modification was
less than the fair value of the awards immediately before the
modification. In your
response, explain how you considered the guidance in ASC 718-20-35-2
and 3.
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 Kristin Lochhead at 202-551-3664 or Kevin Vaughn at
202-551-3494 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jeffrey Gabor at 202-551-2544 or Tom Kluck at 202-551-3233 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Michael E. Mariani, Esq.