SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Silversmith Partners I GP, LLC (Last) (First) (Middle) 116 HUNTINGTON AVENUE, 15TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/10/2021	3. Issuer Name and Ticker or Trading Symbol LifeStance Health Group, Inc. [ LFST ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	20,613,453	I	See Explanation of Responses(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Silversmith Partners I GP, LLC (Last) (First) (Middle) 116 HUNTINGTON AVENUE, 15TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* Silversmith Partners I GP, L.P. (Last) (First) (Middle) 116 HUNTINGTON AVENUE, 15TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* Silversmith Capital Partners I-A, L.P. (Last) (First) (Middle) 116 HUNTINGTON AVENUE, 15TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* Silversmith Capital Partners I-B, L.P. (Last) (First) (Middle) 116 HUNTINGTON AVENUE, 15TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* Silversmith Capital Partners I-C, L.P. (Last) (First) (Middle) 116 HUNTINGTON AVENUE, 15TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)

Explanation of Responses:

1. Silversmith Partners I GP, LLC is the general partner of Silversmith Partners I GP, L.P., which is the general partner of Silversmith Capital Partners I-A, L.P., Silversmith Capital Partners I-B, L.P. and Silversmith Capital Partners I-C, L.P. (collectively, the "Silversmith Entities"). Silversmith Capital Partners I-A, L.P. holds 14,183,201 shares of common stock of the Issuer, Silversmith Capital Partners I-B, L.P. holds 5,130,460 shares of common stock of the Issuer and Silversmith Capital Partners I-C, L.P. holds 1,299,792 shares of common stock of the Issuer.

2. Each Reporting Person disclaims beneficial ownership of all of the securities that are or may be beneficially owned by the Silversmith Entities or any of their affiliates, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

3. Silversmith Capital Partners I-A, L.P., Silversmith Capital Partners I-B, L.P. and Silversmith Capital Partners I-C, L.P. have entered into a Stockholders Agreement with certain persons who are owners of more than 10% of the Issuer's outstanding common stock and, as a result, the Silversmith Entities may be deemed a member of a "group" (as such term is used under Section 13(d) of the Securities Exchange Act of 1934, as amended) with such persons.

Remarks:

	By: /s/ Jeffrey R. Crisan, Manager of Silversmith Partners I GP, LLC	06/10/2021
	By: /s/ Jeffrey R. Crisan, Manager of Silversmith Partners I GP, LLC, the General Partner of Silversmith Partners I GP, L.P.	06/10/2021
	By: /s/ Jeffrey R. Crisan, Manager of Silversmith Partners I GP, LLC, the General Partner of Silversmith Partners I GP, L.P., the General Partner of Silversmith Capital Partners I-A, L.P.	06/10/2021
	By: /s/ Jeffrey R. Crisan, Manager of Silversmith Partners I GP, LLC, the General Partner of Silversmith Partners I GP, L.P., the General Partner of Silversmith Capital Partners I-B, L.P.	06/10/2021
	By: /s/ Jeffrey R. Crisan, Manager of Silversmith Partners I GP, LLC, the General Partner of Silversmith Partners I GP, L.P., the General Partner of Silversmith Capital Partners I-C, L.P.	06/10/2021
	** 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 5 (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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