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) 09/18/2020 | ||||||||||||||||||||||||||
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 A Common Stock | 09/18/2020 | P(1) | 62,500 | A | $18 | 62,500 | D(2) | |||
Class A Common Stock | 09/18/2020 | P(1) | 62,500 | A | $18 | 62,500 | D(3) | |||
Class B Common Stock | 09/18/2020 | J(4) | 3,830,328 | D | (4) | 6,432,858 | D(5) |
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 | (6) | 09/18/2020 | J(4) | 3,830,328 | (6) | (6) | Class A Common Stock | 3,830,328 | (4) | 6,432,858 | D(5) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Represents the purchase of shares of Class A Common Stock in the Issuer's initial public offering ("IPO"). |
2. These securities are held of record by Steven R. Mitchell. Each of Argonaut Private Equity, L.L.C., Argonaut 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. |
3. These securities are held of record by Robert A. Waldo. Each of Argonaut Private Equity, L.L.C., Argonaut 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. |
4. Represents 3,830,328 Class B Units of StepStone Group LP (the "Partnership") and a corresponding number of shares of Class B Common Stock transferred by Argonaut Holdings, LLC to the Issuer in connection with the closing of the IPO at a price of $18.00 for one Class B Unit and one share of Class B Common Stock. |
5. These securities are held of record by Argonaut Holdings, LLC. Argonaut Holdings, LLC is managed by Argonaut Private Equity, L.L.C. Steven R. Mitchell has a derivative interest in Argonaut Private Equity, L.L.C. Robert A. Waldo is a manager and Vice President of Argonaut Private Equity, L.L.C. and has a derivative interest therein. George B. Kaiser is the sole member of Argonaut Private Equity, L.L.C. 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. |
6. The Class B Units of the Partnership are exchangeable, on a one-for-one basis, for shares of Class A Common Stock. Upon exchange of a Class B Unit, the corresponding share of Class B Common Stock will be automatically redeemed and cancelled. |
Argonaut Private Equity, L.L.C.; By /s/ Frederic Dorwart, Manager | 09/18/2020 | |
Argonaut Holdings, LLC.; By Argonaut Private Equity, L.L.C., Manager; By /s/ Frederic Dorwart, Manager | 09/18/2020 | |
/s/ Frederic Dorwart, Attorney-in-fact for George B. Kaiser | 09/18/2020 | |
/s/ Jennifer Ishiguro, Attorney-in-fact for Steven R. Mitchell | 09/18/2020 | |
/s/ Jennifer Ishiguro, Attorney-in-fact for Robert A. Waldo | 09/18/2020 | |
** 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. |