SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Hart Scott W (Last) (First) (Middle) C/O STEPSTONE GROUP INC. 277 PARK AVENUE, 45TH FLOOR (Street) NEW YORK NY 10172 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol StepStone Group Inc. [ STEP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) Other (specify below) Chief Executive Officer / See remarks
	3. Date of Earliest Transaction (Month/Day/Year) 06/01/2024
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person Form filed by More than One Reporting Person
	Rule 10b5-1(c) Transaction Indication Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	06/01/2024		A		297,270(1)	A	$0.001(1)	3,338,561	I	By Trust
Class A Common Stock	06/03/2024		G		13,380	D	$0	42,498	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 B2 Units	(2)	06/01/2024		C			297,270	(2)	(2)	Class A Common Stock	297,270	(2)	0	I	By Trust
Class B Units	(3)	06/01/2024		C		297,270		(3)	(3)	Class A Common Stock	297,270	(2)	3,338,561	I	By Trust

Explanation of Responses:

1. Per the Issuer's Amended and Restated Certificate of Incorporation, upon vesting of the Class B2 Units of the Partnership into Class B Units of the Partnership, the Issuer shall issue a number of shares of Class B Common Stock registered in the name of the applicable holder equal to the number of Class B Units issued upon such vesting event, in exchange for payment in cash to the Issuer of the aggregate par value of the shares of Class B Common Stock so issued.

2. The Class B2 Units vested 30% on June 1, 2021 and 5.83% on each quarterly anniversary thereafter, contingent upon the Reporting Person's continued service to the Issuer. Upon the final vesting date of the Class B2 Units on June 1, 2024, they automatically converted into Class B Units.

3. Pursuant to an Exchange Agreement, 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 Scott W. Hart	06/04/2024
	** 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).
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