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Silversmith Disposes 3.59M LFST Shares; Indirect Holdings Remain 14.32M

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

Rhea-AI Filing Summary

Silversmith Partners reported an insider sale of common stock in LifeStance Health Group, Inc. (LFST). On 08/18/2025 the Silversmith Entities disposed of 3,592,357 shares at a price of $5.07 per share. After that transaction the reporting parties beneficially owned 14,324,197 shares on an indirect basis. The filing breaks down the indirect holdings: Silversmith Capital Partners I-A, L.P. holds 9,855,844 shares, Silversmith Capital Partners I-B, L.P. holds 3,565,133 shares, and Silversmith Capital Partners I-C, L.P. holds 903,220 shares. The report includes standard disclaimers that each reporting person disclaims beneficial ownership except to the extent of pecuniary interest and notes a stockholders agreement that may create a Section 13(d) "group" with other large holders. The form is signed by Jeffrey R. Crisan on 08/20/2025.

Positive

  • Continued material stake: Reporting parties retain 14,324,197 indirect shares, indicating ongoing economic exposure to LFST.
  • Clear disclosure: Filing details the allocation of retained shares across three Silversmith funds with specific share counts.

Negative

  • Substantial sale: Silversmith disposed of 3,592,357 shares on 08/18/2025, which may be viewed negatively by some investors.
  • Potential group status: The filing notes the Silversmith Entities "may be deemed" part of a Section 13(d) group with other >10% holders, which could imply coordinated action.

Insights

TL;DR Large insider sale of 3.59M shares at $5.07 reduces direct holding but leaves a material indirect stake of 14.32M shares.

The disposition on 08/18/2025 is significant in size and quantity relative to the residual indirect ownership disclosed. A sale of 3,592,357 shares at $5.07 indicates a monetization event by the Silversmith Entities while they retain a substantial combined indirect position of 14,324,197 shares, suggesting continued economic exposure to LFST's performance. The filing’s breakdown of holdings across three partnership vehicles provides clarity on where the retained shares reside. The 13(d)-style stockholders agreement mention is noteworthy because it may affect coordinated actions among large holders.

TL;DR The Form 4 discloses a material sale and clarifies group relationships and disclaimers but shows continued concentrated ownership.

The report properly discloses the chain of partnerships and includes the typical disclaimer of beneficial ownership except for pecuniary interest. The statement that the Silversmith Entities "may be deemed a member of a 'group'" with other >10% owners is a governance flag investors should note because group status can implicate coordinated voting or disclosure obligations. Execution and signature dates are provided and the filing appears complete for the transactions reported.

Insider Silversmith Partners I GP, LLC, Silversmith Partners I GP, L.P., Silversmith Capital Partners I-A, L.P., Silversmith Capital Partners I-B, L.P., Silversmith Capital Partners I-C, L.P.
Role Insider | Insider | Insider | Insider | Insider
Sold 3,592,357 shs ($18.21M)
Type Security Shares Price Value
Sale Common Stock 3,592,357 $5.07 $18.21M
Holdings After Transaction: Common Stock — 14,324,197 shares (Indirect, See Explanation of Responses)
Footnotes (3)
  1. F1. 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 9,855,844 shares of common stock of the Issuer, Silversmith Capital Partners I-B, L.P. holds 3,565,133 shares of common stock of the Issuer, and Silversmith Capital Partners I-C, L.P. holds 903,220 shares of common stock of the Issuer.
  2. F2. 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. F3. 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.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What transaction did Silversmith report for LifeStance Health (LFST)?
On 08/18/2025 the Silversmith Entities reported a sale of 3,592,357 shares of LFST at $5.07 per share.

How many LFST shares do the Silversmith Entities hold after the sale?
After the transaction the reporting persons beneficially owned 14,324,197 shares on an indirect basis.

How are the retained LFST shares distributed across the Silversmith funds?
Silversmith Capital Partners I-A, L.P. holds 9,855,844 shares, I-B holds 3,565,133 shares, and I-C holds 903,220 shares.

Does the Form 4 indicate any group affiliation?
Yes. The filing states the Silversmith Entities may be deemed a member of a Section 13(d) "group" with certain other >10% holders pursuant to a Stockholders Agreement.

Who signed the Form 4 and when was it signed?
The Form 4 was signed by Jeffrey R. Crisan on 08/20/2025.
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
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*
Silversmith Partners I GP, LLC
(Last) (First) (Middle)
116 HUNTINGTON AVENUE, 15TH 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 10% Owner
Officer (give title below) X Other (specify below)
Member of 10% Group
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 3,592,357 D $5.07 14,324,197 I See Explanation of Responses(1)(2)(3)
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*
Silversmith Partners I GP, LLC
(Last) (First) (Middle)
116 HUNTINGTON AVENUE, 15TH 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)
Member of 10% Group
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)
Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Member of 10% Group
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)
Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Member of 10% Group
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)
Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Member of 10% Group
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)
Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Member of 10% Group
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 9,855,844 shares of common stock of the Issuer, Silversmith Capital Partners I-B, L.P. holds 3,565,133 shares of common stock of the Issuer, and Silversmith Capital Partners I-C, L.P. holds 903,220 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.
By: /s/ Jeffrey R. Crisan, Manager of Silversmith Partners I GP, LLC 08/20/2025
By: /s/ Jeffrey R. Crisan, Manager of Silversmith Partners I GP, LLC, the General Partner of Silversmith Partners I GP, L.P. 08/20/2025
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. 08/20/2025
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. 08/20/2025
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. 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