Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Jefferies LLC
520 Madison Avenue
New York, New York 10022
June 8, 2021
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: | LifeStance Health Group, Inc. | |
Registration Statement on Form S-1 | ||
File No. 333-256202 |
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the Act), we, as representatives of the several underwriters, hereby join in the request of LifeStance Health Group, Inc. (the Company) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 3:30 p.m., Eastern Time, on June 9, 2021, or as soon thereafter as is practicable, or at such other time as the Company or its outside counsel, Ropes & Gray LLP, request by telephone call that such Registration Statement be declared effective.
Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, advise you that approximately 3,833 copies of the preliminary prospectus dated June 8, 2021, included in the above-named Registration Statement, were distributed to prospective underwriters and dealers, institutional investors and others.
We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the proposed offering.
* * *
Very truly yours,
Acting severally on behalf of themselves and the several underwriters | ||
MORGAN STANLEY & CO. LLC | ||
By: | /s/ Chris Rigoli | |
Name: Chris Rigoli | ||
Title: Vice President | ||
GOLDMAN SACHS & CO. LLC | ||
By: | /s/ Elizabeth Wood | |
Name: Elizabeth Wood | ||
Title: Managing Director | ||
J.P. MORGAN SECURITIES LLC | ||
By: | /s/ Alejandra Fernandez | |
Name: Alejandra Fernandez | ||
Title: Executive Director | ||
JEFFERIES LLC | ||
By: | /s/ Mike Bauer | |
Name: Mike Bauer | ||
Title: Managing Director |
[Signature Page Acceleration Request]