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) 12/15/2021 | ||||||||||||||||||||||||||
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 A Common Stock | 12/15/2021 | C(1) | 450,000(2) | A | (3) | 450,000 | I | By Trust | ||
Class B Common Stock | 12/15/2021 | D(1) | 450,000 | D | $0.001 | 200,000 | I | By Trust | ||
Class A Common Stock | 55,750 | D | ||||||||
Class B Common Stock | 1,645,374 | I | By Cresta Capital, LLC | |||||||
Class B Common Stock | 2,601,124 | I | By Old Salt Capital LLC |
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 | (3) | 12/15/2021 | C | 450,000 | (3) | (3) | Class A Common Stock | 450,000 | (3) | 200,000 | I | By Trust | |||
Class B Units | (3) | (3) | (3) | Class A Common Stock | 1,645,374 | 1,645,374 | I | By Cresta Capital, LLC | |||||||
Class B Units | (3) | (3) | (3) | Class A Common Stock | 2,601,124 | 2,601,124 | I | By Old Salt Capital LLC |
Explanation of Responses: |
1. On December 15, 2021, the Reporting Person exchanged 450,000 Class B Units of StepStone Group LP (the "Partnership") for 450,000 shares of Class A Common Stock. In connection with the exchange, 450,000 shares of Class B Common Stock were automatically redeemed and cancelled. |
2. The Reporting Person entered into a lock-up agreement restricting the sale or transfer of securities of the Issuer in connection with a secondary offering of Class A Common Stock by certain selling stockholders of the Issuer. These securities remain subject to the restrictions of the lock-up agreement until the expiration of the lock-up period on February 13, 2022. |
3. 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. |
Remarks: |
Member of 13D group that owns more than 10% |
/s/ Jennifer Ishiguro, Attorney-in-fact for Thomas Keck | 12/16/2021 | |
** 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. |