UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
(Amendment
No. 1)*
Under
the Securities Exchange Act of 1934
LifeStance
Health Group, Inc.
(Name
of Issuer)
Common
Stock, par value $0.01 per share
(Titles
of Class of Securities)
53228F101
(CUSIP
Number)
September
30, 2024
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP
No. 53228F101 |
Schedule
13G |
Page
2 of 10 |
| 1 |
NAME
OF REPORTING PERSON
TPG
GP A, LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b)
☐
|
| 3 |
SEC
USE ONLY |
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING POWER
-
0 - |
| 6 |
SHARED
VOTING POWER
160,711,618 |
| 7 |
SOLE
DISPOSITIVE POWER
-
0 - |
| 8 |
SHARED
DISPOSITIVE POWER
160,711,618 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
160,711,618 |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
42.0%
(1) |
| 12 |
TYPE
OF REPORTING PERSON*
OO |
| |
|
|
|
(1)
Based on a total of 382,622,704 shares of Common Stock (as defined below) outstanding as of July 31, 2024, as reported on the
Quarterly Report on Form 10-Q filed by the Issuer (as defined below) with the Securities and Exchange Commission (the “Commission”)
on August 8, 2024.
| CUSIP
No. 53228F101 |
Schedule
13G |
Page
3 of 10 |
| 1 |
NAME
OF REPORTING PERSON
David
Bonderman |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b)
☐
|
| 3 |
SEC
USE ONLY |
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING POWER
-
0 - |
| 6 |
SHARED
VOTING POWER
160,711,618 |
| 7 |
SOLE
DISPOSITIVE POWER
-
0 - |
| 8 |
SHARED
DISPOSITIVE POWER
160,711,618 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
160,711,618 |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
42.0%
(2) |
| 12 |
TYPE
OF REPORTING PERSON*
IN |
| |
|
|
|
(2)
Based on a total of 382,622,704 shares of Common Stock outstanding as of July 31, 2024, as reported on the Quarterly Report on
Form 10-Q filed by the Issuer with the Commission on August 8, 2024.
| CUSIP
No. 53228F101 |
Schedule
13G |
Page
4 of 10 |
| 1 |
NAME
OF REPORTING PERSON
James
G. Coulter |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b)
☐
|
| 3 |
SEC
USE ONLY |
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING POWER
-
0 - |
| 6 |
SHARED
VOTING POWER
160,711,618 |
| 7 |
SOLE
DISPOSITIVE POWER
-
0 - |
| 8 |
SHARED
DISPOSITIVE POWER
160,711,618 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
160,711,618 |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
42.0%
(3) |
| 12 |
TYPE
OF REPORTING PERSON*
IN |
| |
|
|
|
(3)
Based on a total of 382,622,704 shares of Common Stock outstanding as of July 31, 2024, as reported on the Quarterly Report on
Form 10-Q filed by the Issuer with the Commission on August 8, 2024.
| CUSIP
No. 53228F101 |
Schedule
13G |
Page
5 of 10 |
| 1 |
NAME
OF REPORTING PERSON
Jon
Winkelried |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b)
☐
|
| 3 |
SEC
USE ONLY |
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING POWER
-
0 - |
| 6 |
SHARED
VOTING POWER
160,711,618 |
| 7 |
SOLE
DISPOSITIVE POWER
-
0 - |
| 8 |
SHARED
DISPOSITIVE POWER
160,711,618 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
160,711,618 |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
42.0%
(4) |
| 12 |
TYPE
OF REPORTING PERSON*
IN |
| |
|
|
|
(4)
Based on a total of 382,622,704 shares of Common Stock outstanding as of July 31, 2024, as reported on the Quarterly Report on
Form 10-Q filed by the Issuer with the Commission on August 8, 2024.
| CUSIP
No. 53228F101 |
Schedule
13G |
Page
6 of 10 |
| Item
1(a). |
Name
of Issuer: |
| |
|
| |
LifeStance
Health Group, Inc. (the “Issuer”) |
| |
|
| Item
1(b). |
Address
of Issuer’s Principal Executive Offices: |
| |
|
| |
4800
N. Scottsdale Road Suite 6000, Scottsdale, Arizona |
| |
|
| Item
2(a). |
Name
of Person Filing: |
| |
|
| |
This
Amendment No. 1 to Schedule 13G is being filed jointly by TPG GP A, LLC, a Delaware limited
liability company (“TPG GP A”), David Bonderman, James G. Coulter
and Jon Winkelried (each, a “Reporting Person” and, together, the
“Reporting Persons”), pursuant to an Agreement of Joint Filing incorporated
by reference herein in accordance with Rule 13d-1(k)(1) under the Act.
TPG
GP A is the managing member of each of (i) TPG Group Holdings (SBS) Advisors, LLC, a Delaware limited liability company,
which is the general partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, and (ii) Alabama Investments
(Parallel) GP, LLC, a Delaware limited liability company, which is the general partner of each of (a) Alabama Investments
(Parallel), LP, a Delaware limited partnership, (b) Alabama Investments (Parallel) Founder A, LP, a Delaware limited partnership,
and (c) Alabama Investments (Parallel) Founder G, LP, a Delaware limited partnership, which, collectively with TPG Group
Holdings (SBS), L.P., Alabama Investments (Parallel), LP and Alabama Investments (Parallel) Founder A, LP, holds 100%
of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of
TPG Inc., a Delaware corporation, which is the sole member of TPG GPCo, LLC, a Delaware limited liability company, which
is the sole member of TPG Holdings II-A, LLC, a Delaware limited liability company, which is the general partner of TPG
Operating Group II, L.P., a Delaware limited partnership, which is the managing member of TPG Holdings I-A, LLC, a Delaware
limited liability company, which is the general partner of TPG Operating Group I, L.P., a Delaware limited partnership,
which is the sole member of TPG GenPar VIII Advisors, LLC, a Delaware limited liability company, which is the general
partner of TPG GenPar VIII, L.P., a Delaware limited partnership, which is the general partner of TPG VIII Lynnwood Holdings
Aggregation, L.P., a Delaware limited partnership (“TPG VIII Lynnwood”), which directly holds 160,711,618
shares of Common Stock.
|
| |
|
| |
Because
of the relationship of TPG GP A to TPG VIII Lynwood, TPG GP A may be deemed to be the beneficial owner of the shares of Common
Stock held by TPG VIII Lynwood. TPG GP A is controlled by entities owned by Messrs. Bonderman, Coulter and Winkelried. Because
of the relationship of Messrs. Bonderman, Coulter and Winkelried to TPG GP A, each of Messrs. Bonderman, Coulter and Winkelried
may be deemed to be the beneficial owners of the shares of Common Stock held by TPG VIII Lynnwood. Messrs. Bonderman, Coulter
and Winkelried disclaim beneficial ownership of such shares of Common Stock held by TPG VIII Lynnwood except to the extent
of their pecuniary interest therein. |
| |
|
| Item
2(b). |
Address
of Principal Business Office or, if none, Residence: |
| |
|
| |
The
principal business address of each of the Reporting Persons is as follows: |
| |
|
| |
c/o
TPG Inc. |
| |
301
Commerce Street, Suite 3300 |
| |
Fort
Worth, Texas 76102 |
| |
|
| CUSIP
No. 53228F101 |
Schedule
13G |
Page
7 of 10 |
| Item
2(c). |
Citizenship: |
| |
|
| |
See
response to Item 4 of each of the cover pages. |
| |
|
| Item
2(d). |
Titles
of Classes of Securities: |
| |
|
| |
Common
Stock, $0.01 par value per share (“Common Stock”) |
| |
|
| Item
2(e). |
CUSIP
Number: |
| |
|
| |
53228F101 |
| |
|
| Item
3. |
If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n): |
| (a) |
☐
Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o). |
| (b) |
☐
Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). |
| (c) |
☐
Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). |
| (d) |
☐
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
| (e) |
☐
Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). |
| (f) |
☐
Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
| (g) |
☐
Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
| (h) |
☐
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813). |
| (i) |
☐
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company
Act (15 U.S.C. 80a-3). |
| (j) |
☐
Non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J). |
| (k) |
☐
Group in accordance with §240.13d-1(b)(1)(ii)(K). |
If
filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________
| Item
4. |
Ownership |
| |
|
|
| |
(a) |
Amount
Beneficially Owned: |
| |
|
See
responses to Item 9 on each cover page. |
| |
|
|
| |
(b) |
Percent
of Class: |
| |
|
See
responses to Item 11 on each cover page. |
| |
|
|
| |
(c) |
Number
of shares as to which such person has: |
| |
(i) |
Sole
power to vote or to direct the vote:
See responses to Item 5 on each cover page. |
| |
(ii) |
Shared
power to vote or to direct the vote:
See responses to Item 6 on each cover page. |
| |
|
|
| |
(iii) |
Sole
power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page. |
| |
|
|
| |
(iv) |
Shared
power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page. |
| CUSIP
No. 53228F101 |
Schedule
13G |
Page
8 of 10 |
| Item
5. |
Ownership
of Five Percent or Less of a Class. |
| |
|
| |
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☐. |
| Item
6. |
Ownership
of More than Five Percent on Behalf of Another Person. |
| |
|
| |
Not
Applicable. |
| Item
7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
| |
See
response to Item 2(a) above. |
| Item
8. |
Identification
and Classification of Members of the Group. |
| |
|
| |
TPG
VIII Lynnwood entered into a Stockholders Agreement, dated as of June 9, 2021, with certain other holders (the “Holders”)
of shares of Common Stock. Pursuant to the Stockholders Agreement, TPG VIII Lynnwood and the Holders have agreed to, among
other things, vote their shares of Common Stock to elect members of the Board of Directors of the Issuer as set forth therein. |
| |
|
| |
Because
of the relationship between TPG VIII Lynnwood and the Holders as a result of the Stockholders Agreement, the Reporting Persons
may be deemed, pursuant to Rule 13d-3 under the Act, to beneficially own the shares of Common Stock beneficially owned by
TPG VIII Lynnwood and the Holders and/or to constitute a “group” with the Holders. Each Reporting Person and TPG
VIII Lynnwood disclaims beneficial ownership of the shares of Common Stock beneficially owned by the Holders, except to the
extent of its pecuniary interest therein, if any. |
| Item
9. |
Notice
of Dissolution of Group. |
| |
|
| |
Not
Applicable. |
| Item
10. |
Certification. |
| |
|
| |
Not
Applicable. |
| CUSIP
No. 53228F101 |
Schedule
13G |
Page
9 of 10 |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated:
November 14, 2024
| |
TPG
GP A, LLC |
|
| |
|
|
| |
By:
|
/s/ Bradford
Berenson |
|
| |
Name: |
Bradford
Berenson |
| |
Title: |
General
Counsel |
| |
|
|
|
| |
David
Bonderman |
|
| |
|
|
| |
By: |
/s/ Gerald
Neugebauer |
|
| |
Name: |
Gerald
Neugebauer, on behalf of David Bonderman (5) |
| |
|
|
|
| |
James
G. Coulter |
|
| |
|
|
| |
By: |
/s/ Gerald
Neugebauer |
|
| |
Name: |
Gerald
Neugebauer, on behalf of James G. Coulter (6) |
| |
|
|
| |
Jon
Winkelried |
|
| |
|
|
| |
By: |
/s/ Gerald
Neugebauer |
|
| |
Name: |
Gerald
Neugebauer, on behalf of Jon Winkelried (7) |
|
_________________
(5)
Gerald Neugebauer is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated January 10,
2024, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Bonderman on February 7, 2024 (SEC
File No. 001-41617).
(6)
Gerald Neugebauer is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated January 10, 2024,
which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Coulter on February 7, 2024 (SEC File No.
001-41617).
(7)
Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to an authorization and designation letter dated January 10,
2024, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Winkelried on February 7, 2024 (SEC
File No. 001-41617).
| CUSIP
No. 53228F101 |
Schedule
13G |
Page
10 of 10 |
Exhibit
Index
*
Incorporated herein by reference to the Agreement of Joint Filing by TPG Group Holdings (SBS) Advisors, Inc., TPG GP A, LLC, TPG
Advisors VII, Inc., TPG Advisors VI, Inc., TPG Advisors VI-AIV, Inc., TPG Asia Advisors VI, Inc., David Bonderman, James G. Coulter,
Jon Winkelried and Karl Peterson dated as of January 18, 2022, which was previously filed with the Commission as Exhibit 1 to
Amendment No. 4 to Schedule 13D filed by TPG GP A, LLC, David Bonderman, James G. Coulter and Jon Winkelried on January 18, 2022
with respect to the shares of common stock of Allogene Therapeutics, Inc.