Sec Form 4 Filing - SUMMIT PARTNERS L P @ LifeStance Health Group, Inc. - 2021-06-25

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
SUMMIT PARTNERS L P
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
_____ Officer (give title below) X __ Other (specify below)
Manager of GP of 10% owner
(Last) (First) (Middle)
222 BERKELEY STREET, 18TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
06/25/2021
(Street)
BOSTON, MA02116
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/25/2021 S 1,140,704 ( 1 ) D $ 17.01 45,734,703 ( 2 ) I See Footnotes. ( 3 ) ( 4 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
SUMMIT PARTNERS L P
222 BERKELEY STREET
18TH FLOOR
BOSTON, MA02116
Manager of GP of 10% owner
SUMMIT MASTER COMPANY, LLC
222 BERKELEY STREET, 18TH FLOOR
BOSTON, MA02116
Manager of Manager of 10% owne
SUMMIT PARTNERS ENTREPRENEUR ADVISORS GP II, LLC
222 BERKELEY STREET, 18TH FLOOR
BOSTON, MA02116
GP of 10% owner
SUMMIT PARTNERS GE IX, L.P.
222 BERKELEY STREET, 18TH FLOOR
BOSTON, MA02116
GP of 10% owner
SUMMIT PARTNERS GE IX, LLC
222 BERKELEY STREET, 18TH FLOOR
BOSTON, MA02116
GP of 10% owner
Summit Investors Management, LLC
222 BERKELEY STREET, 18TH FLOOR
BOSTON, MA02116
Manager and GP of 10% Owner
Signatures
Summit Partners, L.P., by Summit Master Company, LLC, its GP, by /s/ Robin W. Devereux, Member 06/29/2021
Signature of Reporting Person Date
Summit Master Company, LLC, by Robin W. Devereux, Member 06/29/2021
Signature of Reporting Person Date
Summit Partners Entrepreneur Advisors GP II, LLC, by Summit Master Company, its Sole Member, by Robin W. Devereux, Member 06/29/2021
Signature of Reporting Person Date
Summit Partners GE IX, L.P., by Summit Partners GE IX, LLC, its General Partner, by Summit Partners, L.P., its Manager, by Summit Master Company, LLC, its General Partner, by /s/ Robin W. Devereux, Member 06/29/2021
Signature of Reporting Person Date
Summit Partners GE IX, LLC, by Summit Partners, L.P., its Manager, by Summit Master Company, LLC, its General Partner, by /s/ Robin W. Devereux, Member 06/29/2021
Signature of Reporting Person Date
Summit Investors Management, LLC, by Summit Master Company, LLC, its Managing Member, by Robin W. Devereux, Member 06/29/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents 698,520 shares sold by Summit Partners Growth Equity Fund IX-A, L.P., 436,146 shares sold by Summit Partners Growth Equity Fund IX-B, L.P., 4,876 shares sold by Summit Investors GE IX/VC IV, LLC, 652 shares sold by Summit Partners Entrepreneur Advisors Fund II, L.P., and 510 shares sold by Summit Investors GE IX/VC IV (UK), L.P.
( 2 )Represents 28,006,042 shares held by Summit Partners Growth Equity Fund IX-A, L.P., 17,486,585 shares held by Summit Partners Growth Equity Fund IX-B, L.P., 195,492 shares held by Summit Investors GE IX/VC IV, LLC, 26,134 shares held by Summit Partners Entrepreneur Advisors Fund II, L.P., and 20,450 shares held by Summit Investors GE IX/VC IV (UK), L.P.
( 3 )Summit Partners, L.P. is the managing member of Summit Partners GE IX, LLC, which is general partner of Summit Partners GE IX, LP, which is the general partner of Summit Partners Growth Equity Fund IX-A, L.P. and Summit Partners Growth Equity Fund IX-B, L.P. Summit Master Company, LLC is (i) the sole member of Summit Partners Entrepreneur Advisors GP II, LLC, which is the general partner of Summit Partners Entrepreneur Advisors Fund II, L.P. and (ii) the general partner of Summit Partners L.P., which is the manager of Summit Investors Management, LLC, which is the manager of Summit Investors GE IX/VC IV, LLC, and the general partner of Summit Investors GE IX/VC IV (UK), L.P.
( 4 )Summit Master Company, LLC, as the sole member of Summit Partners Entrepreneur Advisors GP II, LLC and the managing member of Summit Investors Management, LLC, has delegated investment decisions, including voting and dispositive power, to Summit Partners, L.P. and its investment committee responsible for voting and investment decisions with respect to LifeStance Health Group, Inc. Summit Partners, L.P., through a three-person investment committee, currently composed of Peter Y. Chung, Mark A. deLaar and Craig D. Frances, has voting and dispositive authority over the shares held by each of these entities and therefore beneficially owns such shares. Each of the Summit Funds, Mr. Chung, Mr. deLaar and Dr. Frances disclaim disclaims beneficial ownership of the shares, except, in each case, to the extent of such person's or entity's pecuniary interest therein.

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