0001999371-24-006780.txt : 20240529 0001999371-24-006780.hdr.sgml : 20240529 20240529161706 ACCESSION NUMBER: 0001999371-24-006780 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240524 FILED AS OF DATE: 20240529 DATE AS OF CHANGE: 20240529 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BONDERMAN DAVID CENTRAL INDEX KEY: 0000860866 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40478 FILM NUMBER: 24998645 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COULTER JAMES G CENTRAL INDEX KEY: 0001099776 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40478 FILM NUMBER: 24998644 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TPG GP A, LLC CENTRAL INDEX KEY: 0001903793 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40478 FILM NUMBER: 24998646 BUSINESS ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: (817) 871-4000 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WINKELRIED JON CENTRAL INDEX KEY: 0001366946 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40478 FILM NUMBER: 24998643 MAIL ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 FORMER NAME: FORMER CONFORMED NAME: JON WINKELRIED DATE OF NAME CHANGE: 20060621 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LifeStance Health Group, Inc. CENTRAL INDEX KEY: 0001845257 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HEALTH SERVICES [8000] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4800 N. SCOTTSDALE ROAD STREET 2: SUITE 6000 CITY: SCOTTSDALE STATE: AZ ZIP: 85251 BUSINESS PHONE: 602-767-2100 MAIL ADDRESS: STREET 1: 4800 N. SCOTTSDALE ROAD STREET 2: SUITE 6000 CITY: SCOTTSDALE STATE: AZ ZIP: 85251 4 1 lifestance-form4_052424.xml CHANGES IN BENEFICIAL OWNERSHIP X0508 4 2024-05-24 0 0001845257 LifeStance Health Group, Inc. LFST 0001903793 TPG GP A, LLC C/O TPG INC. 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0000860866 BONDERMAN DAVID C/O TPG INC. 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0001099776 COULTER JAMES G C/O TPG INC. 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0001366946 WINKELRIED JON C/O TPG INC. 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0 Common Stock 2024-05-24 4 S 0 14573017 5.8906 D 160711618 I See Explanation of Responses Each of David Bonderman, James G. Coulter and Jon Winkelried own entities that own TPG GP A, LLC (together with Messrs. Bonderman, Coulter and Winkelried, the "Reporting Persons"), which is the managing member of each of (i) TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., and (ii) Alabama Investments (Parallel) GP, LLC, which is the general partner of each of (a) Alabama Investments (Parallel), LP, (b) Alabama Investments (Parallel) Founder A, LP and (c) Alabama Investments (Parallel) Founder G, LP, which, collectively with TPG Group Holdings (SBS), L.P., Alabama Investments (Parallel), LP and Alabama Investments (Parallel) Founder A, LP, holds 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc. TPG Inc. is the sole member of TPG GPCo, LLC, which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Operating Group II, L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of TPG GenPar VIII Advisors, LLC, which is the general partner of TPG GenPar VIII, L.P., which is the general partner of TPG VIII Lynnwood Holdings Aggregation, L.P. ("TPG VIII Lynnwood"), which directly holds 160,711,618 shares of Common Stock of LifeStance Health Group, Inc. Because of the relationship between the Reporting Persons and TPG VIII Lynnwood, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG VIII Lynnwood. Each of TPG VIII Lynnwood and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG VIII Lynnwood's or such Reporting Person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. (5) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (6) Gerald Neugebauer is signing on behalf of Messrs. Bonderman, Coulter and Winkelried pursuant to authorization and designation letters dated January 10,2024, which were previously filed with the Securities and Exchange Commission. /s/ Bradford Berenson, General Counsel, TPG GP A, LLC (5) 2024-05-29 /s/ Gerald Neugebauer on behalf of David Bonderman (5)(6) 2024-05-29 /s/ Gerald Neugebauer on behalf of James G. Coulter (5)(6) 2024-05-29 /s/ Gerald Neugebauer on behalf of Jon Winkelried (5)(6) 2024-05-29