SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Qureshi Danish J. (Last) (First) (Middle) C/O LIFESTANCE HEALTH GROUP, INC. 4800 N. SCOTTSDALE ROAD, SUITE 6000 (Street) SCOTTSDALE AZ 85251 (City) (State) (Zip)	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) See Remarks
	3. Date of Earliest Transaction (Month/Day/Year) 09/07/2022
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

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

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 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
Stock Option (right to buy)	$7.61	09/07/2022		A		2,821,362(1)		(2)	09/07/2032	Common Stock	2,821,362	$0.00	2,821,362	D

Explanation of Responses:

1. The options were granted by the Issuer pursuant to the LifeStance Health Group, Inc. 2021 Equity Incentive Plan.

2. Includes an option to purchase 940,454 shares of the Issuer's common stock, subject to time-based vesting (the "Time-Vesting Option"). The Time-Vesting Option vests as to 25% on each of the first four anniversaries of the vesting commencement date, September 7, 2022. Includes an option to purchase 1,880,908 shares of the Issuer's common stock, subject to time- and performance-based vesting (the "Performance-Vesting Option"). The Performance-Vesting Option vests as to up to 25% on each of the first four anniversaries of the vesting commencement date, September 7, 2022. Following each anniversary of the vesting commencement date, any portion of the Performance-Vesting Option eligible to vest as of such measurement date that did not vest pursuant to the performance-based vesting criteria will be eligible to vest on a quarterly basis thereafter, subject to the same performance-based vesting criteria.

Remarks:

President and Chief Operating Officer

	/s/ Ryan Pardo, as attorney-in-fact	09/09/2022
	** 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).
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