Amendment: Chief Digital Officer Pantaleoni Pablo was granted 258,729 shares and covered exercise/tax liability with 62,998 shares, increasing direct ownership by 26% to 937,573 units (SEC Form 4)
$LFST
Medical/Nursing Services
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| 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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LifeStance Health Group, Inc. [ LFST ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/06/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 03/10/2025 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 117,386(1) | A | $0 | 859,228 | D | |||
| Common Stock | 03/06/2025 | F(2) | 19,444 | D | $7.88 | 839,784 | D | |||
| Common Stock | 03/07/2025 | A | 42,765(3) | A | $0 | 882,549 | D | |||
| Common Stock | 03/07/2025 | F(4) | 14,607 | D | $7.59 | 867,942 | D | |||
| Common Stock | 03/07/2025 | A | 98,578(5) | A | $0 | 966,520 | D | |||
| Common Stock | 03/07/2025 | F(6) | 28,947 | D | $7.59 | 937,573(7) | D | |||
| Common Stock | 558,085(8) | I | By Trust(9) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 | ||||||||
| Explanation of Responses: |
| 1. Includes 117,386 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. |
| 7. Reflects the direct beneficial ownership of the Reporting Person as of March 10, 2025. |
| 8. Reflects the indirect beneficial ownership of the Reporting Person as of March 10, 2025. |
| 9. Shares are held by the Trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities on this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose. |
| Remarks: |
| On May 21, 2024, the Reporting Person assigned 558,085 shares to the Pablo Pantaleoni Garcia and Clara Zuazu Vela Joint Revocable Trust (the "Trust"), for which the Reporting Person and his spouse serve as the trustees and primary beneficiaries. This Form 4 is deemed to amend the number of shares reported as securities beneficially owned following reported transactions in Table I of the Form 4 filed by the Reporting Person on March 10, 2025 to reflect the assignment described in the following sentence. The Reporting Person assigned shares of common stock that were held by him directly to the Trust, but the Reporting Person continued to report all common stock beneficially owned by him directly. |
| By: /s/ Ryan Pardo, Attorney-in-Fact | 03/17/2025 | |
| ** 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 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||