LifeStance Health Group Inc.

11/12/2025 | Press release | Distributed by Public on 11/12/2025 17:37

Amendment to Statement of Changes in Beneficial Ownership (Form 4/A)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Varanakis Ann
2. Issuer Name and Ticker or Trading Symbol
LifeStance Health Group, Inc. [LFST]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief People Officer
(Last) (First) (Middle)
C/O LIFESTANCE HEALTH GROUP, INC., 4800 N. SCOTTSDALE ROAD, SUITE 2500
3. Date of Earliest Transaction (Month/Day/Year)
03/06/2025
(Street)
SCOTTSDALE, AZ 85251
4. If Amendment, Date Original Filed (Month/Day/Year)
03/10/2025
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/06/2025 A 76,142(1) A $ 0 339,149 D
Common Stock 03/06/2025 F(2) 6,455 D $7.88 332,694 D
Common Stock 03/07/2025 A 27,740(3) A $ 0 360,434 D
Common Stock 03/07/2025 F(4) 7,450 D $7.59 352,984 D
Common Stock 03/07/2025 A 32,052(5) A $ 0 385,036 D
Common Stock 03/07/2025 F(6) 8,606 D $7.59 376,430 D
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)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Varanakis Ann
C/O LIFESTANCE HEALTH GROUP, INC.
4800 N. SCOTTSDALE ROAD, SUITE 2500
SCOTTSDALE, AZ 85251
Chief People Officer

Signatures

By: /s/ Ryan Pardo, Attorney-in-Fact 11/12/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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.

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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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