Item 5. Other Information
Item 5 . Other Information.
During our fiscal quarter ended September 30, 2024, one of our directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) entered into, modified (as to amount, price or timing of trades) or terminated (i) contracts, instructions or written plans for the purchase or sale of our securities that are intended to satisfy the conditions specified in Rule 10b5-1(c) under the Exchange Act for an affirmative defense against liability for trading in securities on the basis of material nonpublic information or (ii) non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).
Robert Bessler, Director
On August 28, 2024 , Robert Bessler , Director , entered into a Rule 10b5-1 trading plan that provides that Mr. Bessler, acting through a broker, may sell up to an aggregate of 1,500,000 shares of our common stock, subject to adjustments for stock splits, stock combinations, stock dividends and other similar changes to our common stock. Sales of shares under the plan may only occur from November 15, 2024 to December 31, 2025 . The plan is scheduled to terminate on December 31, 2025 , subject to earlier termination upon the sale of all shares subject to the plan or the expiration of all sale orders under the plan, upon termination by Mr. Bessler or the broker, or as otherwise provided in the plan.
In Item 5 of Part II of our Quarterly Report on Form 10-Q for the period ended March 31, 2024, we inadvertently omitted the disclosure of a new Rule 10b5-1 trading plan entered into by Kevin Mullins. The terms of this 10b5-1 trading plan are described below.
Kevin Mullins, Former Chief Development Officer
On March 14, 2024 , Kevin Mullins , our former Chief Development Officer , entered into a Rule 10b5-1 trading plan that provided that Mr. Mullins, acting through a broker, could sell up to an aggregate of 1,500,000 shares of our common stock, subject to adjustments for stock splits, stock combinations, stock dividends and other similar changes to our common stock. Sales of shares under the plan were permitted to only occur from June 13, 2024 to November 29, 2024 . The plan was scheduled to terminate on November 29, 2024, subject to earlier termination upon the sale of all shares subject to the plan or the expiration of all sale orders under the plan, upon termination by Mr. Mullins or the broker, or as otherwise provided in the plan. The plan was terminated by Mr. Mullins on August 20, 2024 , following his termination from the Company.
30
Item 6 . Exhibits.
Description of Exhibit Incorporated Herein by Reference
Exhibit
Number
Description
Form
File No.
Exhibit
Filing Date
Filed Herewith
10.1*
Third Amendment to Credit Agreement, dated as August 7, 2024, among LifeStance Health Holdings, Lynnwood Intermediate Holdings, Inc., and Capital One, National Association
X
31.1*
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2*
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1*
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2*
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Filed herewith.
+ Indicates a management contract or compensatory plan, contract or arrangement.
31
SIG NATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
LifeStance Health Group, Inc.
Date: November 7, 2024
By:
/s/ David Bourdon
David Bourdon
Chief Financial Officer and Treasurer
(principal financial and accounting officer)
32
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.