11/12/2025 | Press release | Distributed by Public on 11/12/2025 17:37
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Varanakis Ann C/O LIFESTANCE HEALTH GROUP, INC. 4800 N. SCOTTSDALE ROAD, SUITE 2500 SCOTTSDALE, AZ 85251 |
Chief People Officer | |||
| By: /s/ Ryan Pardo, Attorney-in-Fact | 11/12/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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). |
| (1) | Includes 76,142 restricted stock units ("RSUs") granted on March 6, 2025. Each RSU represents a contingent right to receive one share of the Issuer's common stock. |
| (2) | Represents the number of shares withheld by the Issuer to satisfy tax withholding obligations in connection with the net settlement of RSUs that vested on March 6, 2025. The shares withheld represent a reduction of shares issued to the Reporting Person upon settlement of vested RSUs and do not constitute any open-market sale. |
| (3) | Represents performance-based restricted stock units ("PSUs") previously granted to the Reporting Person on March 8, 2024, which vested on March 7, 2025. |
| (4) | Represents the number of shares withheld by the Issuer to satisfy tax withholding obligations in connection with the net settlement of PSUs that vested on March 7, 2025. The shares withheld represent a reduction of shares issued to the Reporting Person upon settlement of vested PSUs and do not constitute any open-market sale. |
| (5) | Represents PSUs previously granted to the Reporting Person on February 28, 2024, which vested on March 7, 2025. |
| (6) | Represents the number of shares withheld by the Issuer to satisfy tax withholding obligations in connection with the net settlement of PSUs that vested on March 7, 2025. The shares withheld represent a reduction of shares issued to the Reporting Person upon settlement of vested PSUs and do not constitute any open-market sale. |
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Remarks: The Form 4 previously filed on March 10, 2025 reported that 3,725 shares were withheld by the Issuer to satisfy withholding tax obligations in connection with the net settlement of PSUs that vested on March 7, 2025 as 3,725 in the fourth row of table 1 above. This Form 4 is being filed to amend the number of shares withheld to be 7,450 and to update the number of shares reported as securities beneficially owned following the reported transaction. |
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