VITAL FARMS, INC.
3601 South Congress Avenue
Austin, Texas 78704
November 10, 2020
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Sherry Haywood
Vital Farms, Inc.
Registration Statement on Form S-1, as amended (File No. 333-249992)
Request for Acceleration of Effective Date
Dear Ms. Haywood:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Vital Farms, Inc. (the Company) hereby requests that the Securities and Exchange Commission (the Commission) accelerate the effective date of the above-referenced Registration Statement on Form S-1 (as amended, the Registration Statement) and declare the Registration Statement effective as of 9:00 a.m. Eastern time, on November 12, 2020, or as soon thereafter as possible, or at such other time as its legal counsel, Cooley LLP, may request by telephone to the staff of the Commission. This request for acceleration is subject, however, to your receiving a telephone call prior to such time from our legal counsel, Cooley LLP, confirming this request.
Once the Registration Statement has been declared effective, please orally confirm that event with Jaime L. Chase of Cooley LLP at (202) 728-7096 or, in her absence, Shauna Bracher of Cooley LLP at (202) 728-7052.
Under separate cover, you will receive today a letter from the managing underwriters of the proposed offering joining in the Companys request for acceleration of the effectiveness of the Registration Statement.
[Signature Page Follows]
|Very truly yours,|
|Vital Farms, Inc.|
|Title:||President and Chief Executive Officer|
[Signature Page to Vital Farms Acceleration Request]