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United States securities and exchange commission logo
October 27, 2022
Eric Lefkofsky
Chief Executive Officer
Tempus Labs, Inc.
600 West Chicago Avenue, Suite 510
Chicago, Illinois 60654
Re: Tempus Labs, Inc.
Amendment No. 4 to
Draft Registration Statement on Form S-1
Submitted October
19, 2022
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 this comment 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 this
comment and your
amended draft registration statement or filed registration statement, we
may have additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
August 3, 2022 letter.
Amendment No. 4 to Draft Registration Statement on Form S-1
Consolidated Financial Statements
9. Stock-Based Compensation, page F-29
1. We note your response
to prior comment 5. Please provide us with a breakdown of the
details of all
stock-based compensation awards granted since August 1, 2021, 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.
Eric Lefkofsky
Tempus Labs, Inc.
October 27, 2022
Page 2
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,
FirstName LastNameEric Lefkofsky
Division of
Corporation Finance
Comapany NameTempus Labs, Inc.
Office of Technology
October 27, 2022 Page 2
cc: Courtney Tygesson
FirstName LastName