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United States securities and exchange commission logo
September 1, 2021
Jason Krantz
Chief Executive Officer
Definitive Healthcare Corp.
550 Cochituate Rd
Framingham, MA 01701
Re: Definitive
Healthcare Corp.
Amendment No. 1 to
Registration Statement on Form S-1
Filed August 27,
2021
File No. 333-258990
Dear Mr. Krantz:
We have reviewed your amended 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.
Amendment No. 1 to Form S-1 filed August 27, 2021
Unaudited Pro Forma Consolidated Financial Information
Notes to Unaudited Pro Forma Consolidated Financial Information (Year
Ended December 31,
2020 and six months ended June 30, 2021), page 87
1. Refer to Note (4).
Please disclose the remaining unrecognized compensation
expense resulting from
the modification of the performance-based awards (page 70) and
other equity awards
under the 2019 Equity Incentive Plan which will be recorded in
accordance with their
respective vesting criteria after the IPO. Also, provide a forward-
looking discussion of
the future expense amounts in MD&A.
Jason Krantz
FirstName LastNameJason
Definitive Healthcare Corp.Krantz
Comapany 1,
September NameDefinitive
2021 Healthcare Corp.
September
Page 2 1, 2021 Page 2
FirstName LastName
Management s Discussion and Analysis of Financial Condition and Results of
Operations
Operating Expenses
General and Administrative, page 101
2. Please state, if true, that general and administrative costs will
significantly increase
relative to prior periods due to the incremental costs arising from
higher stock-based
compensation, in addition to the other costs that you cited.
Executive and Director Compensation
Summary Compensation Table, page 152
3. We note in footnote (1) you indicate that Mr. Shone served as your
Chief Financial
Officer from April 24, 2018 until March 15, 2021, when he transitioned
to the position of
Chief Administrative Officer. Tell us how you evaluated the
significance of the change in
Mr. Shone's level of service as required under the original award
relative to the level of
service expected of his new position and the probability of vesting of
his original award as
of his transition date. Based on your analysis, please address a
resulting financial
statement impact, if any.
Executive Severance, page 172
4. Please disclose the total aggregate cost of the benefits payable to
Mr. Shone in connection
with his separation. Also, explain to us how you will measure and
recognize incremental
compensation expense in light of his notice of retirement. Further,
please clarify if he will
forfeit any of the outstanding unvested Class B units attributed to
him on page 157.
You may contact Kathryn Jacobson, Senior Staff Accountant, at (202)
551-3365 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
Matthew Crispino,
Staff Attorney, at (202) 551-3456 or Larry Spirgel, Office Chief, at (202)
551-3815 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology