United States securities and exchange commission logo





                             March 16, 2021

       Michael K. Lester
       President and Chief Executive Officer
       LifeStance Health Group, Inc.
       4800 N. Scottsdale Road, Suite 6000
       Scottsdale, AZ 85251

                                                        Re: LifeStance Health
Group, Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted February
16, 2021
                                                            CIK No. 0001845257

       Dear Mr. Lester:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1 submitted February 16, 2021

       Industry and Market Data, page ii

   1.                                                   Your statement that
investors are cautioned not to give undue weight to information from
                                                        third party sources as
well as your own estimates, research and surveys may imply an
                                                        inappropriate
disclaimer of responsibility with respect to such information. Please either
                                                        delete this statement
or specifically state that you are liable for such information.
       Summary, page 1

   2.                                                   Please revise your
Summary to eliminate repetitive disclosure and to focus on the material
                                                        aspects of your
offering. Please note that the Summary should not include a lengthy
                                                        description of your
industry, competitive strengths and strategies for growth. We note that
 Michael K. Lester
FirstName
LifeStance LastNameMichael
           Health Group, Inc.K. Lester
Comapany
March      NameLifeStance Health Group, Inc.
       16, 2021
March2 16, 2021 Page 2
Page
FirstName LastName
         this detailed information is better suited for the body of the
prospectus and that your
         Business discussion already contains substantially the same
presentation. Additionally,
         please consider revising your summary to include a brief overview of
the material aspects
         of your care model, including the nature of your arrangements with
payors and affiliated
         professional entities, as well as a brief discussion of the outpatient
behavioral health
         services you provide, including your treatment services and assessment
services.
3.       The prospectus summary should include a balanced presentation of your
business,
         including your competitive position in the industry. In the
presentation of your business,
         you present multiple performance claims on pages 2-7. Please revise to
state the basis for
         your performance claims or revise to state such claims are
management's belief.
         Additionally, please balance your summary presentation by providing
equally prominent
         disclosure about the competitive, regulatory and technical challenges
you face.
4.       To facilitate an understanding of your business, please revise to
explain what you mean by
         "employing over 3,000 licensed behavioral health clinicians" and
"unique employment
         model." In this regard, we note the disclosure on page 32 indicating
that you enter into
         management services contracts with professional entities to provide a
wide range of
         administrative services to "their practices."
We Have an Opportunity to Transform Health Care as a Whole, page 3

5.       Please revise to quantify the amount of debt outstanding.
We Have a Significant Opportunity, page 4

6.       Please revise to clarify how you determined that the outpatient
behavioral health market is
         approximately $115 billion, disclosing and quantifying any assumptions
underlying the
         calculation.
TPG Acquisition, page 10

7.       With reference to the "Basis of Presentation" that you include prior
to the Summary,
         please revise the "TPG Acquisition" section of the Summary to include
the consideration
         paid and the debt issued. Please also explain briefly the purpose and
effect of the
         reorganization.
8.       Please file the agreements associated with the TPG acquisition as an
exhibit to the
         registration statement. Refer to Item 601(b)(2) of Regulation S-K.
Alternatively, please
         explain to us why such disclosure is not required.
Our Sponsors; Controlled Company, page 11

9.       Please tell us why it is appropriate to identify TPG, Summit and
Silversmith as your
         Sponsors. In this regard, please clarify whether TPG, Summit and
Silversmith have any
         duties, obligations or roles beyond that of controlling shareholders.
 Michael K. Lester
LifeStance Health Group, Inc.
March 16, 2021
Page 3
Summary Consolidated Financial Data, page 14

10.      We note your disclosure on page iii that LifeStance TopCo, L.P. was
formed on April 13,
         2020 and that the acquisition of LifeStance TopCo, L.P. was completed
May 14, 2020.
         Please explain to us why your Successor period begins April 13, 2020
and the periods
         overlap in the financial information you have provided in the filing.
Use of Proceeds, page 26

11.      We note your disclosure of intended uses of proceeds is limited to
general corporate
         purposes, including working capital, operating expenses and capital
expenditures.    Please
         revise to provide more meaningful and specific disclosure of the
intended use of proceeds,
         as well as the approximate amounts intended to be used for each such
purpose. In this
         regard, consider disclosing the amount of proceeds that you plan to
use for the identified
         purposes as well as any additional plans for growth as referenced on
page 17.
         Additionally, to the extent proceeds will be used to service debt,
please specify the interest
         rates and maturity of the debt. Refer to Instruction 4 to Item 504 of
Regulation S-K.
Risks Related to Common Stock and This Offering , page 44

12.      We refer to your discussion of the material weaknesses identified that
resulted in material
         misstatements and the restatement of previously issued financial
statements. Please revise
         to disclose the specific errors that resulted in the material
misstatements.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Factors Affecting Our Results , page 61

13.      We note that as of December 31, 2020, you employed over 3,000
psychiatrists, APNs,
         psychologists and therapists. Please tell us whether these employed
clinicians relate only
         to your wholly-owned subsidiaries or if any of these are clinicians at
variable interest
         entities discussed on page F-12.
Covid-19 Impact, page 66

14.    We note your disclosure that existing trends in mental health care have
worsened
       dramatically since the beginning of the COVID-19 pandemic and that
quarantining and
       lockdown measures have resulted in furloughs and layoffs, dramatically
increasing
       stressors and leading to poorer overall mental and physical health. We
also note your
FirstName LastNameMichael K. Lester
       disclosure that total patient visits increased to 2,290,728 in 2020.
Please clarify whether
Comapany    NameLifeStance
       the COVID-19           Health
                        pandemic   hasGroup,
                                       impactedInc.the Company's patient visits
or related revenue
March during  2020.
       16, 2021  Page 3
FirstName LastName
 Michael K. Lester
FirstName
LifeStance LastNameMichael
           Health Group, Inc.K. Lester
Comapany
March      NameLifeStance Health Group, Inc.
       16, 2021
March4 16, 2021 Page 4
Page
FirstName LastName
Key Metrics and Non-GAAP Financial Measures, page 68

15.      Your financial metrics of Organic Revenue Growth, Adjusted Gross
Profit, and Center
         Contribution appear to be non-GAAP measures as defined in Item
10(e)(2) of Regulation
         S-K rather than financial metrics. Please revise to address the
following:

                Provide the disclosures required by Item 10(e)(1)(i) of
Regulation S-K.
                Expand disclosures in footnotes (1) and (3) on page 69 to
quantify the items that
              make up the respective adjustments and clarify where these
amounts are reflected in
              your financial statements.
                Explain why you include gross profit here when this is not
presented in your financial
              statements.
                Explain why you believe the adjustment of $27,777 for certain
center general and
              administrative expenses in your Center Contribution measure
complies with the
              guidance in Item 10(e)(1)(ii) of Regulation S-K and Question
100.01 of the Non-
              GAAP Compliance and Disclosure Interpretations dated April 4,
2018.
16.      With regards to your non-GAAP measure of Adjusted EBITDA on page 70,
please
         explain to us why you believe the adjustments for De novo center
opening costs and De
         novo center operating losses comply with the guidance in Item 100(b)
of Regulation G
         and Question 100.01 of the Non-GAAP Compliance and Disclosure
Interpretations dated
         April 4, 2018. In addition, expand your disclosure to quantify the
items that make up the
         adjustment of Other Expenses in footnote (5), and tell us why you
believe the non-
         recurring items in the adjustment comply with the guidance in Item
10(e)(1)(ii)(B) of
         Regulation S-K and Question 102.03 of the Non-GAAP Compliance and
Disclosure
         Interpretations dated April 4, 2018.
Results of Operations
Total Revenue , page 73

17.      Please revise to separately disclose and discuss revenue related to
wholly-owned entities
         and revenue related to consolidated variable interest entities
discussed on page F-12.
Liquidity and Capital Resources, page 74

18.      Please revise footnotes (1), (2), and (3) on page 76 to clarify how
you computed the
         adjustments for credit agreement consolidated EBITDA.
 Michael K. Lester
FirstName
LifeStance LastNameMichael
           Health Group, Inc.K. Lester
Comapany
March      NameLifeStance Health Group, Inc.
       16, 2021
March5 16, 2021 Page 5
Page
FirstName LastName

Comprehensive Clinical Capabilities with Improved Outcomes, page 89

19.      We note your disclosure that your clinical approach delivers validated
outcomes and that
         you see that after two visits to treat such conditions, 81% of your
patients report a
         decrease in their suicidal ideation, 53% of patients report
improvement with their
         symptoms of depression and 54% of patients report an improvement in
their symptoms of
         anxiety. Please revise your disclosure to clarify how many patients
were surveyed and
         how improvement in symptoms was measured.
Our Patient Acquisition Strategy, page 95

20.      We note your disclosure that in certain states that have adopted the
corporate practice of
         medicine doctrine, you enter into management services contracts with
affiliated
         professional entities to provide administrative and operations support
services in exchange
         for scheduled fees at the fair market value of your services provided
to each outpatient
         behavioral health practice. Please also include a discussion regarding
your relationships
         with affiliated professional entities, including the proportion of
your care centers that are
         affiliated professional entities.
Our Payor Relationships, page 95

21.      We note your disclosure on page 20 that during the year ended December
31, 2019, in the
         aggregate, two commercial third-party payors each accounted for 15% or
more of total
         revenues across multiple contracts in the period. Please disclose the
commercial third
         party payors and the percentage that each payor contributed to your
revenue during the
         year ended December 31, 2019. Please also explain the reason why you
have multiple
         contracts with such payors during the period. To the extent you are
substantially
         dependent on any single payor contract, please file such agreement as
an exhibit to the
         registration statement.
22.      Please expand your disclosure to include a discussion of the material
terms, including the
         nature of the reimbursement arrangements, you have negotiated under
your payor
         contracts. Please also include in your disclosure a discussion of
those contracts that
         provide for incremental payments tied to the attainment of quality or
performance metrics.
Financial Statements
Note 7- Fair Value Measurements, page F-21

23.      Please expand to disclose the specific assumptions used to estimate
the fair value of your
         contingent consideration liability of $25,536 at December 31, 2019.
Item 15. Recent Sales of Unregistered Securities, page II-2

24.      Please expand your disclosure to name the persons or identify the
class of persons to
         whom the securities were sold. See Item 701(b) of Regulation S-K.
 Michael K. Lester
LifeStance Health Group, Inc.
March 16, 2021
Page 6
General

25.   Please provide us with copies of all written communications, as defined
in Rule 405 under
      the Securities Act, that you, or anyone authorized to do so on your
behalf, present to
      potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they
      retain copies of the communications.
       You may contact Tracie Mariner at 202-551-3744 or Brian Cascio at
202-551-3676 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Deanna Virginio at 202-551-4530 or Jeffrey Gabor at 202-551-2544 with
any other
questions.



                                                           Sincerely,
FirstName LastNameMichael K. Lester
                                                           Division of
Corporation Finance
Comapany NameLifeStance Health Group, Inc.
                                                           Office of Life
Sciences
March 16, 2021 Page 6
cc:       Thomas Fraser, Esq.
FirstName LastName