Sec Form 4 Filing - StepStone Group Holdings LLC @ SERVICEMASTER GLOBAL HOLDINGS INC - 2015-02-10

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
StepStone Group Holdings LLC
2. Issuer Name and Ticker or Trading Symbol
SERVICEMASTER GLOBAL HOLDINGS INC [ SERV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
4350 LA JOLLA VILLAGE DR., SUITE 800
3. Date of Earliest Transaction (MM/DD/YY)
02/10/2015
(Street)
SAN DIEGO, CA92122
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock, par value $0.001 per share 02/10/2015 S 4,458,138 D $ 29.5 8,769,493 ( 1 ) I See Footnotes ( 2 ) ( 3 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
StepStone Group Holdings LLC
4350 LA JOLLA VILLAGE DR., SUITE 800
SAN DIEGO, CA92122
X
StepStone Group LP
4350 LA JOLLA VILLAGE DRIVE, SUITE 800
SAN DIEGO, CA92122
X
StepStone Co-Investment Funds GP, LLC
4350 LA JOLLA VILLAGE DRIVE, SUITE 800
SAN DIEGO, CA92122
X
2007 Co-Investment Portfolio, L.P.
4350 LA JOLLA VILLAGE DRIVE, SUITE 800
SAN DIEGO, CA92122
X
STEPSTONE CAPITAL PARTNERS II ONSHORE L P
4350 LA JOLLA VILLAGE DRIVE, SUITE 800
SAN DIEGO, CA92122
X
StepStone Capital Partners II Cayman Holdings, L.P.
4350 LA JOLLA VILLAGE DRIVE, SUITE 800
SAN DIEGO, CA92122
X
StepStone Co-Investment (ServiceMaster) LLC
4350 LA JOLLA VILLAGE DRIVE, SUITE 800
SAN DIEGO, CA92122
X
Signatures
StepStone Group Holdings LLC, by its partner and general counsel, Jason Ment. /s/ Jason Ment 02/12/2015
Signature of Reporting Person Date
StepStone Group LP, by its general partner StepStone Group Holdings LLC, by its partner and general counsel, Jason Ment. /s/ Jason Ment 02/12/2015
Signature of Reporting Person Date
StepStone Co-Investment Funds GP, LLC, by its partner and general counsel, Jason Ment. /s/ Jason Ment 02/12/2015
Signature of Reporting Person Date
Each StepStone Fund, by its general partner, StepStone Co-Investment Funds GP, LLC, by its partner and general counsel. /s/ Jason Ment. 02/12/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting persons may be deemed to be members of a group beneficially owning 10% or more of the shares of common stock of the issuer ("Common Shares") within the meaning of Section 13(d) of the Securities Exchange Act of 1934. Except as set forth herein, the reporting persons disclaim beneficial ownership of all securities other than those reported herein, and this report shall not be deemed an admission that such a group exists or that the reporting persons are the beneficial owner of the securities of such group for purposes of Section 16 or any other purpose.
( 2 )StepStone Group Holdings LLC is the general partner of StepStone Group LP ("StepStone LP"), which is the sole member of StepStone Co-Investment Funds GP, LLC ("StepStone GP"), which is the sole general partner of each of 2007 Co-Investment Portfolio L.P. ("2007 Co-Invest"), StepStone Capital Partners II Onshore, L.P. ("Onshore") and StepStone Capital Partners II Cayman Holding, L.P. ("Cayman") and the sole manager of StepStone Co-Investment (ServiceMaster) LLC ("Co-Investment" and, collectively with 2007 Co-Invest, Onshore and Cayman, the "StepStone Funds")). 2007 Co-Invest directly owns 2,030,455 Common Shares, Onshore directly owns 1,029,427 Common Shares, Cayman directly owns 1,289,902 Common Shares and Co-Investment directly owns 4,419,709 Common Shares. (Continued in Footnote 3)
( 3 )The dispositions reported in this form include the following dispositions pursuant to an exercised over-allotment option, which sales will close on February 13, 2015: 134,615 shares by 2007 Co-Invest, 68,264 shares by Onshore, 85,537 shares by Cayman, and 293,080 shares by Co-Investment.

Remarks:
Each of the StepStone Funds disclaims beneficial ownership of any Common Shares held by any other person. Each of StepStone Group Holding LLC, StepStone LP and StepStone GP disclaim beneficial ownership of any Common Shares beneficially held by the StepStone Funds except to the extent of their pecuniary interest in the StepStone Funds, if any.

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