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United States securities and exchange commission logo
January 27, 2023
Eric Lefkofsky
Chief Executive Officer
Tempus Labs, Inc.
600 West Chicago Avenue, Suite 510
Chicago, Illinois 60654
Re: Tempus Labs, Inc.
Amendment No. 5 to
Draft Registration Statement on Form S-1
Submitted January
17, 2023
CIK No. 0001717115
Dear Eric Lefkofsky:
We have reviewed your amended draft registration statement and
have the following
comment. In our comment, 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 comment applies 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 this
comment and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 5 to Draft Registration Statement on Form S-1
Consolidated Financial Statements
9. Stock-Based Compensation, page F-34
1. We note your response
to comment 1 from our letter dated October 27, 2022. Please
revise to your
disclosures here, on pages 126-127, and elsewhere as appropriate, to
explain the change in
your valuation methodology for stock-based compensation awards
during the periods
presented.
Eric Lefkofsky
FirstName LastNameEric Lefkofsky
Tempus Labs, Inc.
Comapany
January 27,NameTempus
2023 Labs, Inc.
January
Page 2 27, 2023 Page 2
FirstName LastName
You may contact Lisa Etheredge, Senior Staff Accountant, at
202-551-3424 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 Kyle
Wiley, Staff
Attorney, at 202-344-5791 or Jan Woo, Legal Branch Chief, at 202-551-3453 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Courtney Tygesson