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  4. [Form 4] LifeStance Health Group, Inc. Insider Trading Activity

Summit Partners disposes 8.4M LifeStance shares, maintains large ownership

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Insider sale by Summit Partners entities: On 08/18/2025 multiple Summit-related entities reported an aggregate sale of 8,407,643 shares of LifeStance Health Group, Inc. (LFST) at a price of $5.07 per share. After the reported transactions, the entities collectively beneficially own 33,524,715 shares held across five Summit funds and entities. The filings identify Summit Partners, L.P. as the manager with voting and dispositive authority exercised by a four-person investment committee. The report was signed and filed on 08/20/2025 by authorized representatives of the Summit entities.

Positive

  • Significant retained ownership: Summit entities continue to beneficially own 33,524,715 LFST shares after the sale, indicating an ongoing stake.
  • Clear ownership chain disclosed: The filing details the management and delegated voting controls among Summit Partners entities and the four-person investment committee.

Negative

  • Large disposition: Aggregate sale of 8,407,643 shares on 08/18/2025 at $5.07 per share, which is material by volume.
  • No rationale provided: The Form 4 discloses the sale but does not state reasons or any plan-related context for the transactions.

Insights

TL;DR: Large block sale but substantial retained stake remains.

The filing documents a sizable disposition of 8.4 million LFST shares by Summit-affiliated funds at $5.07 per share, reducing but not eliminating collective ownership which remains at 33.5 million shares. This is a material transaction by volume relative to typical insider trades and may affect near-term supply dynamics in the secondary market. The disclosure clarifies hierarchical ownership and delegated voting authority, which is important for understanding who controls future dispositions.

TL;DR: Governance structure clarified; sale raises questions on timing and rationale.

The Form 4 consolidates reporting across multiple Summit entities and confirms that Summit Partners, L.P.'s investment committee holds voting and dispositive power. The aggregated sale of 8.4 million shares is material in absolute terms and the filing properly discloses chain-of-control and disclaimers of beneficial ownership by individuals. The form does not provide reasons for the sale; the governance disclosure is precise but the transaction magnitude could warrant investor attention.

Insider SUMMIT PARTNERS L P, Summit Partners Growth Equity Fund IX-A, L.P., Summit Partners Growth Equity Fund IX-B, L.P., SUMMIT INVESTORS GE IX/VC IV, LLC, SUMMIT INVESTORS GE IX/VC IV (UK), L.P., Summit Partners Entrepreneur Advisors Fund II, L.P.
Role 10% Owner | Insider | Insider | Insider | Insider | Insider
Sold 8,407,643 shs ($42.63M)
Type Security Shares Price Value
Sale Common Stock 8,407,643 $5.07 $42.63M
Holdings After Transaction: Common Stock — 33,524,715 shares (Direct)
Footnotes (1)
  1. Represents 5,148,494 shares sold by Summit Partners Growth Equity Fund IX-A, L.P., 3,214,648 shares sold by Summit Partners Growth Equity Fund IX-B, L.P., 35,938 shares sold by Summit Investors GE IX/VC IV, LLC, 4,804 shares sold by Summit Partners Entrepreneur Advisors Fund II, L.P. and 3,759 shares sold by Summit Investors GE IX/VC IV (UK), L.P. The reported securities are held as follows: 20,529,149 shares in the name of Summit Partners Growth Equity Fund IX-A, L.P.; 12,818,117 shares in the name of Summit Partners Growth Equity Fund IX-B, L.P.; 143,301 shares in the name of Summit Investors GE IX/VC IV, LLC; 19,157 shares in the name of Summit Partners Entrepreneur Advisors Fund II, L.P.; and 14,991 shares in the name of Summit Investors GE IX/ VC IV (UK), L.P. Summit Partners, L.P. is the managing member of Summit Partners GE IX, LLC, which is general partner of Summit Partners GE IX, L.P., which is the general partner of Summit Partners Growth Equity Fund IX-A, L.P. and Summit Partners Growth Equity Fund IX-B, L.P. Summit Master Company, LLC is (i) the sole member of Summit Partners Entrepreneur Advisors GP II, LLC, which is the general partner of Summit Partners Entrepreneur Advisors Fund II, L.P. and (ii) the general partner of Summit Partners L.P., which is the manager of Summit Investors Management, LLC, which is the manager of Summit Investors GE IX/VC IV, LLC, and the general partner of Summit Investors GE IX/VC IV (UK), L.P. Summit Master Company, LLC, as the sole member of Summit Partners Entrepreneur Advisors GP II, LLC and the managing member of Summit Investors Management, LLC, has delegated investment decisions, including voting and dispositive power, to Summit Partners, L.P. and its investment committee responsible for voting and investment decisions with respect to LifeStance Health Group, Inc. Summit Partners, L.P., through a four-person investment committee, currently composed of Peter Y. Chung, Mark A. deLaar, Darren M. Black and Craig D. Frances, has voting and dispositive authority over the shares held by each of these entities and therefore beneficially owns such shares. Each of the Summit Funds, Mr. Chung, Mr. deLaar, Mr. Black and Dr. Frances disclaim beneficial ownership of the shares, except, in each case, to the extent of such person's or entity's pecuniary interest therein.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
SUMMIT PARTNERS L P
(Last) (First) (Middle)
222 BERKELEY STREET
18TH FLOOR
(Street)
BOSTON MA 02116
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LifeStance Health Group, Inc. [ LFST ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/18/2025 S 8,407,643(1) D $5.07 33,524,715(2) D(3)(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
SUMMIT PARTNERS L P
(Last) (First) (Middle)
222 BERKELEY STREET
18TH FLOOR
(Street)
BOSTON MA 02116
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Summit Partners Growth Equity Fund IX-A, L.P.
(Last) (First) (Middle)
222 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MA 02116
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
shareholder
1. Name and Address of Reporting Person*
Summit Partners Growth Equity Fund IX-B, L.P.
(Last) (First) (Middle)
222 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MA 02116
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
shareholder
1. Name and Address of Reporting Person*
SUMMIT INVESTORS GE IX/VC IV, LLC
(Last) (First) (Middle)
222 BERKELEY ST, 18TH FLOOR
(Street)
BOSTON MA 02116
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
owner
1. Name and Address of Reporting Person*
SUMMIT INVESTORS GE IX/VC IV (UK), L.P.
(Last) (First) (Middle)
222 BERKELEY ST, 18TH FLOOR
(Street)
BOSTON MA 02116
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Owner
1. Name and Address of Reporting Person*
Summit Partners Entrepreneur Advisors Fund II, L.P.
(Last) (First) (Middle)
222 BERKELEY ST, 18TH FLOOR
(Street)
BOSTON MA 02116
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Owner
Explanation of Responses:
1. Represents 5,148,494 shares sold by Summit Partners Growth Equity Fund IX-A, L.P., 3,214,648 shares sold by Summit Partners Growth Equity Fund IX-B, L.P., 35,938 shares sold by Summit Investors GE IX/VC IV, LLC, 4,804 shares sold by Summit Partners Entrepreneur Advisors Fund II, L.P. and 3,759 shares sold by Summit Investors GE IX/VC IV (UK), L.P.
2. The reported securities are held as follows: 20,529,149 shares in the name of Summit Partners Growth Equity Fund IX-A, L.P.; 12,818,117 shares in the name of Summit Partners Growth Equity Fund IX-B, L.P.; 143,301 shares in the name of Summit Investors GE IX/VC IV, LLC; 19,157 shares in the name of Summit Partners Entrepreneur Advisors Fund II, L.P.; and 14,991 shares in the name of Summit Investors GE IX/ VC IV (UK), L.P.
3. Summit Partners, L.P. is the managing member of Summit Partners GE IX, LLC, which is general partner of Summit Partners GE IX, L.P., which is the general partner of Summit Partners Growth Equity Fund IX-A, L.P. and Summit Partners Growth Equity Fund IX-B, L.P. Summit Master Company, LLC is (i) the sole member of Summit Partners Entrepreneur Advisors GP II, LLC, which is the general partner of Summit Partners Entrepreneur Advisors Fund II, L.P. and (ii) the general partner of Summit Partners L.P., which is the manager of Summit Investors Management, LLC, which is the manager of Summit Investors GE IX/VC IV, LLC, and the general partner of Summit Investors GE IX/VC IV (UK), L.P.
4. Summit Master Company, LLC, as the sole member of Summit Partners Entrepreneur Advisors GP II, LLC and the managing member of Summit Investors Management, LLC, has delegated investment decisions, including voting and dispositive power, to Summit Partners, L.P. and its investment committee responsible for voting and investment decisions with respect to LifeStance Health Group, Inc. Summit Partners, L.P., through a four-person investment committee, currently composed of Peter Y. Chung, Mark A. deLaar, Darren M. Black and Craig D. Frances, has voting and dispositive authority over the shares held by each of these entities and therefore beneficially owns such shares. Each of the Summit Funds, Mr. Chung, Mr. deLaar, Mr. Black and Dr. Frances disclaim beneficial ownership of the shares, except, in each case, to the extent of such person's or entity's pecuniary interest therein.
Summit Partners Growth Equity Fund IX-A, L.P., by Summit Partners GE IX, L.P., its GP, by Summit Partners GE IX, LLC, its GP, by Summit Partners, L.P., its Manager, by Summit Master Company, LLC, its GP, by /s/ Adam Hennessey, Member 08/20/2025
Summit Partners Growth Equity Fund IX-B, L.P., by Summit Partners GE IX, L.P., its GP, by Summit Partners GE IX, LLC, its GP, by Summit Partners, L.P., its Manager, by Summit Master Company, LLC, its GP, by /s/ Adam Hennessey, Member 08/20/2025
Summit Investors GE IX/VC IV (UK), L.P., by Summit Investors Management, LLC, its General Partner, by Summit Master Company, LLC, its Managing Member, by /s/ Adam Hennessey, Member 08/20/2025
Summit Partners Entrepreneur Advisors Fund II, L.P., by Summit Partners Entrepreneur Advisors GP II, LLC, its General Partner, by /s/ Adam Hennessey, Member 08/20/2025
Summit Investors GE IX/VC IV, LLC, by Summit Investors Management, LLC, its Manager, by Summit Master Company, LLC, its Managing Member, by /s/ Adam Hennessey, Member 08/20/2025
** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What shares were sold by Summit Partners in the LFST Form 4?

The filing reports an aggregate sale of 8,407,643 shares of LifeStance Health Group, Inc. (LFST) by Summit-related entities on 08/18/2025 at $5.07 per share.

How many LFST shares do Summit entities own after the transactions?

After the reported transactions the Summit entities collectively beneficially own 33,524,715 shares of LFST.

Which Summit entities reported the transactions on the Form 4?

The reporting entities include Summit Partners L.P., Summit Partners Growth Equity Fund IX-A, L.P., Summit Partners Growth Equity Fund IX-B, L.P., Summit Investors GE IX/VC IV, LLC, Summit Investors GE IX/VC IV (UK), L.P., and Summit Partners Entrepreneur Advisors Fund II, L.P.

Who holds voting and dispositive authority over the reported LFST shares?

The filing states Summit Partners, L.P., through a four-person investment committee (Peter Y. Chung, Mark A. deLaar, Darren M. Black, Craig D. Frances), has voting and dispositive authority over the shares held by the entities.

When was the Form 4 signed and filed?

The signatures for the reporting Summit entities are dated 08/20/2025.