As filed with the Securities and Exchange Commission on March 17, 2022

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

under

the SECURITIES ACT OF 1933

LifeStance Health Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

4800 N. Scottsdale Road, Suite 6000

Scottsdale, AZ 85251

(425) 279-8500

(Address of Principal Executive Offices) (Zip Code)

LifeStance Health Group, Inc. 2021 Equity Incentive Plan

LifeStance Health Group, Inc. 2021 Employee Stock Purchase Plan

(Full Title of the Plans)

Michael K. Lester

President and Chief Executive Officer

LifeStance Health Group, Inc.

4800 N. Scottsdale Road, Suite 6000

Scottsdale, AZ 85251

(425) 279-8500

(Name, Address and Telephone Number of Agent for Service)

with copies to:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act  ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 registers additional shares of the Registrant’s common stock, par value $0.01 per share (the “Common Stock”), under the LifeStance Health Group, Inc. 2021 Equity Incentive Plan (the “2021 Plan”) and the LifeStance Health Group, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”).

The number of shares of Common Stock reserved and available for issuance under the 2021 Plan is subject to an automatic annual increase on January 1st of each year beginning in 2022 and continuing through and including 2031 by the lesser of (i) five percent (5%) of the number of shares of Common Stock outstanding as of the close of business on the immediately preceding December 31st and (ii) the number of shares of Common Stock determined by the Board of Directors of the Registrant (the “Board”) on or prior to such date for such year. On January 1, 2022, the number of shares of Common Stock reserved and available for issuance under the 2021 Plan increased by 18,712,747 shares.

The number of shares of Common Stock reserved and available for issuance under the ESPP is subject to an automatic annual increase on January 1st of each year beginning in 2022 and continuing through and including 2031 by the lesser of (i) one percent (1%) of the number of shares of Common Stock outstanding as of the close of business on the immediately preceding December 31st and (ii) the number of shares of Common Stock determined by the Board on or prior to such date for such year, up to a maximum of 42,500,000 shares in the aggregate. On January 1, 2022, the number of shares of Common Stock reserved and available for issuance under the ESPP increased by 3,742,549 shares.

This Registration Statement on Form S-8 registers these additional 22,455,296 shares of Common Stock. The additional shares are of the same class as other securities relating to the plans for which the Registrant’s registration statement filed on Form S-8 (Registration No. 333-257086) on June 14, 2021 is effective. The information contained in the Registrant’s registration statement on Form S-8 (Registration No. 333-257086) is hereby incorporated by reference pursuant to General Instruction E.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on March 17, 2022.

* * *

SIGNATURES & POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Michael K. Lester, J. Michael Bruff, and Ryan Pardo, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them singly, for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 of LifeStance Health Group, Inc., and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to the attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in or about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that the attorneys-in-fact and agents or any of each of them or their substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Exhibit 5.1

		ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM

March 17, 2022

LifeStance Health Group, Inc.

4800 N. Scottsdale Road, Suite 6000

Scottsdale, AZ 85251

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

This opinion is furnished to you in connection with the registration statement on Form S-8 (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of an aggregate of 22,455,296 shares (the “Shares”) of common stock, $0.01 par value (“Common Stock”) of LifeStance Health Group, Inc., a Delaware corporation (the “Company”), including (i) 18,712,747 shares of Common Stock issuable under the LifeStance Health Group, Inc. 2021 Equity Incentive Plan (the “2021 Plan”) and (ii) 3,742,549 shares of Common Stock issuable under the LifeStance Health Group, Inc. 2021 Employee Stock Purchase Plan (the “2021 ESPP” and, together with the 2021 Plan, the “Plans”).

We are familiar with the actions taken by the Company in connection with the adoption of the Plans. For purposes of our opinion, we have examined and relied upon such documents, records, certificates and other instruments as we have deemed necessary.

The opinions expressed below are limited to the Delaware General Corporation Law.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when the Shares have been issued and sold in accordance with the Plans, the Shares will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of LifeStance Health Group, Inc. of our report dated March 17, 2022 relating to the financial statements, which appears in LifeStance Health Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021.

/s/ PricewaterhouseCoopers LLP

Seattle, Washington

March 17, 2022

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

LifeStance Health Group, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities