Kenneth A. Burdick - Sep 7, 2022 Form 4 Insider Report for LifeStance Health Group, Inc. (LFST)

Role: Chief Executive Officer, Director
Signature: By: /s/ Ryan Pardo, Attorney-in-Fact
Stock symbol: LFST
Transactions as of: Sep 7, 2022
Transactions value $: $0
Form type: 4
Date filed: 9/9/2022, 07:11 PM
Previous filing: Jul 5, 2022
Next filing: Oct 4, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	LFST	Stock Option (right to buy)	Award	$0	+9.4M		$0.00	9.4M	Sep 7, 2022	Common Stock	9.4M	$7.61	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The options were granted by the Issuer pursuant to the LifeStance Health Group, Inc. 2021 Equity Incentive Plan.
F2	Includes an option to purchase 3,134,846 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 6,269,693 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.

Content

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

Includes an option to purchase 3,134,846 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 6,269,693 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.