United States securities and exchange commission logo

                              May 26, 2020

       Bryan Rowland
       General Counsel
       Vertex, Inc.
       2301 Renaissance Blvd.
       King of Prussia, PA 19406

                                                        Re: Vertex, Inc.
                                                            Amendment No. 1 to
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted May 13,
                                                            File No. 377-03104

       Dear Mr. Rowland:

             We have reviewed your amended draft 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 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 comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your

              After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments. Unless otherwise noted, where prior comments are referred to
they refer to our letter
       dated April 24, 2020.

       Amendment No. 1 to Draft Registration Statement on Form S-1

       Summary Consolidated Financial and Operating Information
       Non-GAAP Financial Data (unaudited), page 12

   1.                                                   We note your response
to comment 1 and the related revised disclosure. However, we
                                                        cannot locate the
relevant revised disclosures on pages 12 and 13 that present the
                                                        comparable GAAP
measures for Adjusted EBITDA margin and free cash flow margin as
                                                        you described. Please
advise or revise. In addition, on page 54, please also revise to
                                                        include all three major
categories of the statements of cash flows with your presentation of
                                                        free cash flow.
 Bryan Rowland
FirstName LastNameBryan Rowland
Vertex, Inc.
Comapany NameVertex, Inc.
May 26, 2020
Page 2
May 26, 2020 Page 2
FirstName LastName
2.       We note your response to comment 2 and the related revised
disclosures. Please address
         the following:
           You indicate on page 13 that free cash flow and free cash flow
margin are important
              measures of liquidity because you believe that they provide
useful information in
              understanding and evaluating our operating results on a
period-over-period basis
              without accounting for the impact of certain expenses that do not
directly correlate to
              your operating performance and that can vary significantly from
              Please note that understanding and evaluating your operating
results on a period-
              over-period basis is not a valid reason to explain why free cash
flow and free cash
              flow margin are liquidity measures. Please explain and revise
your disclosure
           It does not appear that the revised disclosure of the explanation of
the usefulness of
              free cash flow and free cash flow margin on page 54 matches the
explanation of the
              usefulness presented on page 13, as indicated in your response.
Consider revising the
              explanation on page 13 to correspond to the disclosure on page
Use of Proceeds, page 40

3.       You disclose on page F-20 that you will be using the new $175 million
term loan for a
         distribution to your shareholders after repaying $61.7 million
outstanding under the prior
         credit agreement. You disclose on pages 7 and 40 that you will be
using a portion of the
         net proceeds from the offering to repay all outstanding indebtedness
under your new credit
         agreement and to pay related fees and expenses. Please revise the
discussion of your use
         of proceeds to disclose that the majority of the new credit agreement
was used to pay a
         distribution to your shareholders, quantifying the amount of the
distribution paid to your
         officers, directors and affiliates. If appropriate, provide Regulation
S-K Item 404
         disclosure of this distribution under Certain Relationships and
Related Party Transactions.
Capitalization, page 42

4.       In the disclosure following the table, you indicate that the
information presented above
         includes certain assumptions. As previously requested in prior comment
3, please clarify
         which information in the table gives effect to those assumptions.
Specifically, revise to
         indicate if the actual, as adjusted, or pro forma as adjusted
information assumes the
         termination of your status as an S Corporation.
Management's Discussion and Analysis of Financial Condition and Results of
Critical Accounting Policies and Estimates
Stock-Based Compensation, page 68

5.       We note your revised disclosure in response to prior comment 8
indicating that the effect
         of the difference between the fair value-based measure of the SARs and
the intrinsic value
         of the SARs could be material. Please explain to us why the fair
value-based measure of
         the SARs is not determinable at this time for purposes of estimating
the effect of the
 Bryan Rowland
Vertex, Inc.
May 26, 2020
Page 3
      change in accounting policy. Specify the inputs to the fair value
measurement that are
      indeterminable. In this regard, it would appear that a reasonable
estimate of the fair value
      of the SARs could be made as of the most recent reporting date
considering the fair value
      of your non-voting common stock is required in assessing the intrinsic
value of your
      SARs for purposes of the recognition of stock-based compensation.
Consider providing
      an estimate of the impact of the change in accounting policy as if the
change had occurred
      as of the most recent reporting date.
Consolidated Balance Sheets, page F-3

6.    We note from your disclosure on page F-29 that net proceeds from the New
Term Loan
      will be used, in part, for a distribution to the shareholders required to
be made no later
      than 90 days after the closing of the New Credit Agreement. In addition,
we note that a
      payment of a dividend to your existing stockholders prior to the closing
of this offering
      will be reflected in your capitalization on an as adjusted basis and in
pro forma net
      tangible book value for purposes of computing dilution. Please revise to
present a pro
      forma balance sheet reflecting the accruals for these planned
distributions to owners, but
      without giving effect to any offering proceeds, alongside your historical
balance sheet.
      Refer to SAB Topic 1.B.3.
Notes to Consolidated Financial Statements
Unaudited Pro Forma Earnings Per Share, page F-19

7.    We note your response to comment 14. Your disclosure still states that
pro forma basic
      and diluted income per share will give effect to the number of shares of
common stock to
      be issued in the initial public offering described in the registration
statement. Please
      revise such disclosure accordingly.
       You may contact Becky Chow, Staff Accountant, at (202) 551-6524 or
Melissa Walsh,
Staff Accountant, at (202) 551-3224 if you have questions regarding comments on
the financial
statements and related matters. Please contact Michael C. Foland,
Attorney-Advisor, at (202)
551-6711 or Kathleen Krebs, Special Counsel, at (202) 551-3350 with any other

FirstName LastNameBryan Rowland
                                                            Division of
Corporation Finance
Comapany NameVertex, Inc.
                                                            Office of
May 26, 2020 Page 3
cc:       Joel Trotter
FirstName LastName