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Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

LifeStance Health Group, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

Security Type  

Security

Class

Title

  

Fee

Calculation

Rule

  

Amount

Registered (1)

  

Proposed

Maximum

Offering

Price Per

Unit

  

Maximum
Aggregate

Offering

Price

   Fee
Rate		  

Amount of
Registration

Fee

Equity

   LifeStance Health Group, Inc. 2021 Equity Incentive Plan Common Stock, $0.01 par value   Other - 457(c) and 457(h)   18,712,747 shares (2)   $8.12 (3)   $151,947,505.64   $92.70   $14,085.53

Equity

   LifeStance Health Group, Inc. 2021 Employee Stock Purchase Plan Common Stock, $0.01 par value   Other - 457(c) and 457(h)   3,742,549 shares (4)   $8.12 (3)   $30,389,497.88   $92.70   $2,817.11
Total Offering Amounts   $182,337,003.52       $16,902.64
Total Fee Offsets           N/A
Net Fee Due           $16,902.64

 

(1)

Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminable number of additional shares of the registrant’s common stock that may become issuable pursuant to terms designed to prevent dilution resulting from share splits, share dividends or similar events.

(2)

Represents an increase to the number of shares available for issuance under the LifeStance Health Group, Inc. 2021 Equity Incentive Plan, effective as of January 1, 2022. Shares available for issuance under the 2021 Plan were previously registered on Form S-8 filed with the Securities and Exchange Commission on June 14, 2021 (Registration No. 333-257086).

(3)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) based on the average of the high and low prices of the registrant’s Common Stock as reported on the Nasdaq Global Select Market on March 14, 2022 to be $8.43 and $7.81, respectively.

(4)

Represents an increase to the number of shares available for issuance under the LifeStance Health Group, Inc. Employee Stock Purchase Plan, effective as of January 1, 2022. Shares available for issuance under the ESPP were previously registered on Form S-8 filed with the Securities and Exchange Commission on June 14, 2021 (Registration No. 333-257086).