Michael K. Lester Form 3/A LifeStance Health / Michael K. Lester ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Lester Michael K.

(Last) (First) (Middle)

C/O LIFESTANCE HEALTH GROUP, INC.

4800 N. SCOTTSDALE ROAD, SUITE 6000

(Street)

SCOTTSDALE 85251

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/10/2021

3. Issuer Name and Ticker or Trading Symbol
LifeStance Health Group, Inc. [ LFST ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

5. If Amendment, Date of Original Filed (Month/Day/Year)
06/10/2021

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	23,188,466(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes 9,794,995 shares of restricted stock and 1,652,963 restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's common stock.

Remarks:

This amendment is being filed solely to amend the original Form 3 filed by the Reporting Person to include RSUs granted in connection with the Issuer's initial public offering.

	By: /s/ Ryan Pardo, Attorney-in-Fact	06/11/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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