Form SCHEDULE 13D/A StepStone Private Infras Filed by: StepStone Group LP
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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StepStone Private Infrastructure Fund (Name of Issuer) |
Class D and Class U Common Shares of Beneficial Interest (Title of Class of Securities) |
(CUSIP Number) |
Jennifer Y. Ishiguro StepStone Group LP, 4225 Executive Square, Suite 1600 La Jolla, CA, 90237 858-558-9700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/16/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
StepStone Group LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Cover pages are limited to one class of security. The cover page of this Schedule 13D filing relates to the Class D Shares outstanding as of the date of this filing. This Schedule 13D/A relates to the following classes of securities of StepStone Private Infrastructure Fund, a Delaware statutory trust registered under the Investment Company Act of 1940 (the "Issuer"): Class D Common Shares of Beneficial Interest (the "Class D Shares") with CUSIP 85914R304 and Class U Common Shares of Beneficial Interest (the "Class U Shares") with CUSIP 85913Y102. As of the date hereof, the Reporting Person directly holds 2,014.252 Class U Shares, representing 1.83% of the Class U Shares outstanding. As of the date hereof, the Reporting Person no longer beneficially owns any Class D Shares and is no longer the beneficial owner of more than 5% of the Class U Shares. This filing represents an exit filing for the Reporting Person with respect to the Class D Shares and Class U Shares. This comment shall serve as full disclosure of the beneficial ownership of the securities of the Issuer. See Item 5.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class D and Class U Common Shares of Beneficial Interest | |
| (b) | Name of Issuer:
StepStone Private Infrastructure Fund | |
| (c) | Address of Issuer's Principal Executive Offices:
128 S. TRYON ST., SUITE 1600, CHARLOTTE,
NORTH CAROLINA
, 28202. | |
Item 1 Comment:
This Amendment No. 1 ("Amendment No. 1") amends the Statement on Schedule 13D filed by the Reporting Person on June 5, 2026 (as so amended, the "Schedule 13D") and relates to shares of beneficial interest of StepStone Private Infrastructure Fund, a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the "Issuer"), designated as the Class D Common Shares of Beneficial Interest (the "Class D Shares") and Class U Common Shares of Beneficial Interest (the "Class U Shares" and collectively, the "Common Shares") of the Issuer. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a)-(c) are hereby amended and restated as follows.
As of the date hereof, the Reporting Person directly holds 2,014.252 Class U Shares, representing 1.83% of the Class U Shares outstanding. As of the date hereof, the Reporting Person no longer beneficially owns any Class D Shares and is no longer the beneficial owner of more than 5% of the Class U Shares. This filing represents an exit filing for the Reporting Person with respect to the Class D Shares and Class U Shares. | |
| (b) | See 5(a) above.
Except as set forth in this Schedule 13D, the Reporting Person has not effected any transaction in the Common Shares since the filing of the initial Schedule 13D on June 5, 2026. | |
| (c) | Item 5(c) is hereby amended and restated as follows:
On June 16, 2026, 1,007.20 Class D Shares were redeemed by the Issuer at a price of $15.57 per share. | |
| (e) | Item 5(e) is hereby amended and restated as follows:
As of June 8, 2026, the Reporting Person has ceased to be the beneficial ownership of more than five percent of the Issuer's Class U Shares. As of June 16, 2026, the Reporting Person has ceased to be the beneficial owner of more than five percent of the Issuer's Class D Shares. This filing on Schedule 13D constitutes an exit filing for the Reporting Person with respect to the Class U Shares and Class D Shares. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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