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 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
StepStone Group Inc. [ STEP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/18/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Class B Common Stock | 11/18/2021 | D(1) | 1,330,336 | D | $0.001 | 3,662,708 | D(2)(3) | |||
Class A Common Stock | 11/18/2021 | C(1) | 1,330,336 | A | (4) | 1,382,836 | D(2)(3) | |||
Class A Common Stock | 11/18/2021 | S(5) | 1,330,336 | D | $51.83 | 52,500 | D(2)(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Class B Units | (4) | 11/18/2021 | C(1) | 1,330,336 | (4) | (4) | Class A Common Stock | 1,330,336 | (4) | 3,662,708 | D(2)(3) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. On November 18, 2021, the Reporting Person exchanged 1,330,336 Class B Units of StepStone Group LP for 1,330,336 shares of Class A Common Stock. In connection with the exchange, 1,330,336 shares of Class B Common Stock were automatically redeemed and cancelled. |
2. 27,500 of the Class A Common Stock securities are held of record by Steven R. Mitchell. Each of ARG Private Equity, LLC, ARGO Holdings, LLC, George Kaiser and Robert A. Waldo disclaims beneficial ownership of these securities to the extent it or he does not have a pecuniary interest therein. 25,000 of the Class A Common Stock securities are held of record by Robert A. Waldo. Each of ARG Private Equity, LLC, ARGO Holdings, LLC, George Kaiser and Steven R. Mitchell disclaims beneficial ownership of these securities to the extent it or he does not have a pecuniary interest therein. |
3. The remaining securities are held of record by ARGO Holdings, LLC. ARGO Holdings, LLC is managed by ARG Private Equity, LLC Steven R. Mitchell has a derivative interest in ARG Private Equity, LLC. Robert A. Waldo is a manager and Vice President of ARG Private Equity, LLC and has a derivative interest therein. George B. Kaiser is the sole member of ARG Private Equity, LLC. Each of Steven R. Mitchell, Robert A. Waldo and George B. Kaiser disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities and Exchange Act of 1934, as amended, except to the extent of his pecuniary interest therein, if any. |
4. The Class B Units are exchangeable, on a one-for-one basis, for shares of Class A Common Stock of the Issuer. Upon exchange of a Class B Unit, the corresponding share of Class B Common Stock of the Issuer will be automatically redeemed and cancelled. |
5. On November 18, 2021, the Reporting Person sold shares of Class A Common Stock in a secondary offering of Class A Common Stock by certain selling stockholders of the Issuer. |
ARG Private Equity, LLC; By /s/ Frederic Dorwart, Manager | 11/19/2021 | |
ARGO Holdings, LLC; By ARG Private Equity, LLC, Manager; By /s/ Frederic Dorwart, Manager | 11/19/2021 | |
/s/ Frederic Dorwart, Attorney-in-fact for George B. Kaiser | 11/19/2021 | |
/s/ Steven R. Mitchell | 11/19/2021 | |
/s/ Robert A. Waldo | 11/19/2021 | |
** 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. |