November 27, 2018

James E. Hohmann
Chief Executive Officer
Vericity, Inc.
8700 W. Bryn Mawr Avenue
Suite 900S
Chicago, Illinois 60631

       Re: Vericity, Inc.
           Amendment No. 1 to Draft Registration Statement on Form S-1
           Submitted November 13, 2018
           CIK No. 0001575434

Dear Mr. Hohmann:

      We have reviewed your amended registration statement and have the
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
circumstances or do not believe an amendment is appropriate, please tell us why
in your

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our November 3,
2018 letter.

Amendment No. 1 to DRS Submitted 11/13/2018

Prospectus Summary, page 1

1.     We note your revised disclosure in response to our prior comment 3.
Please further revise
       your disclosure to specify that if the standby purchaser acquires more
than 50% of your
       outstanding common stock, it will be able to determine the outcome of
corporate actions
       and may do so without a meeting of stockholders.
Use of Proceeds, page 33

2.     We note your response to prior comment 9 and reissue the comment. Please
disclose here
       and in the Summary an approximate amount of the offering proceeds that
may be paid as a
 James E. Hohmann
FirstName LastNameJames E. Hohmann
Vericity, Inc.
Comapany 27, 2018
November NameVericity, Inc.
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FirstName LastName
         special cash dividend. See Item 504 of Regulation S-K. While we note
that you cannot
         predict the precise amount of excess capital that may be available due
to various factors,
         we will not object to qualifying language cautioning investors that
the amount disclosed is
         an estimate and is subject to change. Additionally, please clearly
disclose here and in the
         Summary that the standby purchaser will receive a substantial portion
of the special
         dividend, and that the standby purchaser will control the board of
directors and therefore
         will be determining the amount and timing of the special dividend it
will receive.
Affinity Partners, page 73

3.       We note your response to prior comment 11 and your belief that you are
not substantially
         dependent on your affinity arrangements. Please expand your analysis
to provide support
         for this conclusion that includes both qualitative and quantitative
factors as a basis for
         your assertion that these agreements are not required to be filed.
Apex Holdco Equity Incentive Plan , page 121

4.       We note your response to prior comment 15. Item 601(b)(10) of
Regulation S-K is not
         limited to agreements where the company or subsidiary is a party, but
         agreements in which the company or subsidiary has a beneficial
interest. As noted in the
         registration statement, the grant of equity-based awards is intended
to encourage the
         creation of long-term value for stockholders by helping to align the
interests of the
         participants under the plan with those of your stockholders and to
promote employee
         retention and ownership. Because the company has a beneficial interest
in the Apex
         Holdco Equity Incentive Plan, please file it as an exhibit to the
registration statement. As
         previously requested, please tell us what exemption from registration
under the Securities
         Act the standby purchaser intends to rely upon to issue Class B units
of Apex Holdco L.P.
         and the facts supporting the use of the exemption. Please also add a
risk factor discussing
         the potential conflicts of interest between investors in the offering
and directors and
         employees that may receive awards under the equity incentive plan,
including that those
         eligible to receive awards may be more likely to participate in the
subscription offering
         given the opportunity to receive equity interests in the standby
Consolidated Financial Statements, page F-3

5.       Please address the following regarding your response to our prior
comment 17 related to
         your omission ofthe audited financial statements of Vericity, Inc.,
the registrant:
           You did not specify which scenario described in Section 1160.1 of
the Financial
            Reporting Manual on our website is applicable in your case. As you
explain in your
            response, Vericity, Inc. was formed on February 14, 2013; however,
the internal
            guidance you specified is applicable to recently organized
registrants. Please clarify
            which scenario in Section 11.60.1 you believe is applicable to your
fact pattern.
           Please tell us the sequence of events necessary for the completion
of your conversion
 James E. Hohmann
Vericity, Inc.
November 27, 2018
Page 3
          and this offering. Clearly identify the extent to which certain of
the steps will be
          completed prior to the time your registration statement is declared
          You state in your response to prior comment 17 that "Prior to the
offerings, the
          Company has not engaged and will not engage in any operations other
than those
          incidental to its formation and the offerings. The Company has no
assets or liabilities,
          and has no commitments or contingent liabilities other than its
obligations under the
          standby stock purchase agreement entered into in connection with the
          Please tell us in greater detail the liabilities and expenses
incurred by the registrant in
          connection to the previous offering and how such amounts were
reported and paid for.
          Separately tell us the amount of liabilities and expenses incurred by
the registrant in
          connection with the current offering.
       You may contact Ibolya Ignat at 202-551-3636 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 Erin Jaskot at 202-551-3442 with any
other questions.

FirstName LastNameJames E. Hohmann
                                                              Division of
Corporation Finance
Comapany NameVericity, Inc.
                                                              Office of
Healthcare & Insurance
November 27, 2018 Page 3
cc:       Brett Pritchard
FirstName LastName