Close

Form 4 StepStone Group Inc. For: Mar 23 Filed by: Brem Monte M

March 25, 2021 7:38 PM EDT
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
Expires: December 31, 2014
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 *
Brem Monte M

(Last) (First) (Middle)
C/O STEPSTONE GROUP INC.
450 LEXINGTON AVENUE, 31ST FLOOR

(Street)
NEW YORK NY 10017

(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)
X Director 10% Owner
X Officer (give title below) X Other (specify below)
See remarks / See remarks
3. Date of Earliest Transaction (Month/Day/Year)
03/23/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 12/31/2020   G V 7,413,679 D $ 0 0 D  
Class B Common Stock 12/31/2020   G V 7,413,679 A $ 0 7,413,679 I By MMAR HNL, LLC
Class B Common Stock 03/23/2021   D (1)   3,644,110 D $ 0.001 3,769,569 I By MMAR HNL, LLC
Class A Common Stock 03/23/2021   C (1)   3,644,110 A (2) 3,644,110 I By MMAR HNL, LLC
Class A Common Stock 03/23/2021   S (3)   3,644,110 D $ 28.32 0 I By MMAR HNL, LLC
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 B Units (2) 12/31/2020   G V   7,413,679   (2)   (2) Class A Common Stock 7,413,679.00 (2) 0 D  
Class B Units (2) 12/31/2020   G V 7,413,679     (2)   (2) Class A Common Stock 7,413,679.00 (2) 7,413,679 I By MMAR HNL, LLC
Class B Units (2) 03/23/2021   C (1)     3,644,110   (2)   (2) Class A Common Stock 3,644,110.00 (2) 3,769,569 I By MMAR HNL, LLC
Explanation of Responses:
1. On March 23, 2021, the Reporting Person exchanged 3,644,110 Class B Units of StepStone Group LP for 3,644,110 shares of Class A Common Stock. In connection with the exchange, 3,644,110 shares of Class B Common Stock were automatically redeemed and cancelled.
2. 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.
3. On March 23, 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.
Remarks:
Chairman, Co-Chief Executive Officer and Member of 13D Group that is deemed to own more than 10%
/s/ Jennifer Ishiguro, Attorney-in-fact for Monte M. Brem 03/25/2021
** 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.


Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings