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 *
FRIEDMAN DARREN M.
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) X __ Other (specify below)
See Remarks
(Last)
(First)
(Middle)
C/O STEPSTONE GROUP INC., 450 LEXINGTON AVENUE, 31ST FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
09/18/2020
(Street)
NEW YORK, NY10017
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
Class A Common Stock 09/18/2020 A( 1 ) 73,000 A 73,000 D
Class A Common Stock 09/18/2020 P( 2 ) 44,600 A $ 18 117,600 D
Class B Common Stock 09/18/2020 A( 3 ) 1,463,022 A 1,463,022 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 (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
Class B Units ( 4 ) 09/18/2020 J( 5 ) 1,463,022 ( 4 ) ( 4 ) Class A Common Stock 1,463,022 ( 4 ) 1,463,022 D
Class B2 Units ( 6 ) 09/18/2020 J( 6 ) 346,842 ( 6 ) ( 6 ) Class A Common Stock 346,842 ( 6 ) 346,842 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FRIEDMAN DARREN M.
C/O STEPSTONE GROUP INC.
450 LEXINGTON AVENUE, 31ST FLOOR
NEW YORK, NY10017
See Remarks
Signatures
/s/ Jennifer Ishiguro, Attorney-in-Fact for Darren M. Friedman 09/22/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the number of shares of Class A Common Stock issued to the Reporting Person pursuant to an award of restricted stock units under the Issuer's 2020 Long Term Incentive Plan. The award vests in equal annual installments on each of September 30, 2021, 2022, 2023 and 2024, subject to the Reporting Person's continued employment through the applicable vesting date.
( 2 )Represents the purchase of shares of Class A Common Stock in the Issuer's directed share program in connection with its initial public offering ("IPO").
( 3 )In the reorganization (the "Reorganization") of StepStone Group LP (the "Partnership") in connection with the closing of the IPO, shares of Class B Common Stock of the Issuer, par value $0.001 per share, were issued without additional consideration in exchange for interests in the general partner of the Partnership. The Class B Common Stock does not carry economic value beyond the right to receive the par value of such stock upon liquidation, dissolution, winding up or an exchange of those shares. However, the Class B Common Stock entitles its holder to five votes per share on every matter submitted to the Issuer's stockholders for a vote until the occurrence of a sunset, as described in the Issuer's Amended and Restated Certificate of Incorporation.
( 4 )Pursuant to an Exchange Agreement entered into in connection with the Reorganization, 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.
( 5 )In the Reorganization, Class A Units in the Partnership held prior to the IPO were converted into Class B Units.
( 6 )In the Reorganization, Class A2 Units in the Partnership held prior to the IPO were reclassified into Class B2 Units. The Class B2 Units vest 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, they will automatically convert into Class B Units, which will be exchangeable on a one-for-one basis for shares of Class A Common Stock.

Remarks:
Member of 13D group that owns more than 10%

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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