LifeStance Health Group, Inc.
4800 N. Scottsdale Road
Suite 6000
Scottsdale, Arizona 85251
October 5, 2023
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Industrial Applications and Services
100 F. Street, N.E.
Washington, D.C. 20549
| Attention: | Kristin Lochhead | |
| Brian Cascio | ||
| Re: | LifeStance Health Group, Inc. | |
| Form 10-K for the Fiscal Year Ended December 31, 2022 | ||
| Filed March 9, 2023 | ||
| Form 10-Q for the Quarterly Period Ended June 30, 2023 | ||
| Filed August 9, 2023 | ||
| File No. 001-40478 | ||
Ladies and Gentlemen:
On behalf of LifeStance Health Group, Inc. (the “Company”), please find below the Company’s responses to the comment received from the staff (the “Staff”) of the Securities and Exchange Commission in its letter dated October 3, 2023 (the “Comment Letter”) pertaining to the Company’s above-referenced Annual Report on Form 10-K and Quarterly Report on Form 10-Q.
The Staff’s comment is reproduced in italics in this letter, and the corresponding response of the Company is shown below the comment.
Form 10-Q for the Quarterly Period Ended June 30, 2023
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Key Metrics and Non-GAAP Financial Measures, page 23
1. We reference your response to prior comment 2. In future filings, please revise to provide enhanced discussion about the adjustments for “Litigation costs”, “strategic initiatives” and “special charges”, including why they are not related to normal, recurring, operating expenses, similar to your response. In addition, to the extent that these items are significant to understanding fluctuations in your operating results from period to period, please include relevant and robust discussion of the impact of these items within MD&A Results of Operations in future periodic filings.
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Response to Comment 1:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that, in future filings, the Company will provide enhanced discussion about the adjustments for “litigation costs”, “strategic initiatives” and “special charges”, including why they are not related to normal, recurring, operating expenses, and as applicable, within MD&A Results of Operations.
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If you have any questions or comments about this letter or need any further information, please call Thomas Fraser of Ropes & Gray LLP at (617) 951-7063 or Dayna Atkins of Ropes & Gray LLP at (617) 235-4137.
| Sincerely, | ||
| LifeStance Health Group, Inc. | ||
| By: | /s/ David Bourdon | |
| Name: David Bourdon | ||
| Title: Chief Financial Officer | ||
| cc: | Ryan Pardo (LifeStance Health Group, Inc.) |
Thomas Fraser (Ropes & Gray LLP)
Dayna Atkins (Ropes & Gray LLP)
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