Sec Form 3 Filing - Argonaut Private Equity, L.L.C. @ StepStone Group Inc. - 2020-09-18

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Argonaut Private Equity, L.L.C.
2. Issuer Name and Ticker or Trading Symbol
StepStone Group Inc. [ STEP]
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)
6733 S. YALE AVE.,
3. Date of Earliest Transaction (MM/DD/YY)
09/18/2020
(Street)
TULSA, OK74136
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
Class B Common Stock 10,263,186 D ( 1 ) ( 2 )
Class B Common Stock 3,830,328 D ( 1 ) ( 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
Class B Units ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 10,263,186 D ( 2 )
Class B Units ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 3,830,328 D ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Argonaut Private Equity, L.L.C.
6733 S. YALE AVE.
TULSA, OK74136
X
Argonaut Holdings, L.L.C.
6733 S. YALE AVE.
TULSA, OK74136
X
Sanford Energy, Inc.
6733 S. YALE AVE.
TULSA, OK74136
X
KAISER GEORGE B
C/O FREDERIC DORWART, LAWYERS
124 EAST FOURTH STREET
TULSA, OK74103
X
Mitchell Steven R
C/O STEPSTONE GROUP INC.
450 LEXINGTON AVENUE, 31ST FLOOR
NEW YORK, NY10017
X X
Waldo Robert
C/O STEPSTONE GROUP INC.
450 LEXINGTON AVENUE, 31ST FLOOR
NEW YORK, NY10017
X X
Signatures
Argonaut Private Equity, L.L.C.; By /s/ Frederic Dorwart, Manager 09/18/2020
Signature of Reporting Person Date
Argonaut Holdings, LLC.; By Argonaut Private Equity, L.L.C., Manager; By /s/ Frederic Dorwart, Manager 09/18/2020
Signature of Reporting Person Date
Sanford Energy Inc.; By /s/ Frederic Dorwart, President 09/18/2020
Signature of Reporting Person Date
/s/ Frederic Dorwart, Attorney-in-fact for George B. Kaiser 09/18/2020
Signature of Reporting Person Date
/s/ Jennifer Ishiguro, Attorney-in-fact for Steven R. Mitchell 09/18/2020
Signature of Reporting Person Date
/s/ Jennifer Ishiguro, Attorney-in-fact for Robert A. Waldo 09/18/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In the reorganization (the "Reorganization") of StepStone Group LP (the "Partnership") in connection with the closing of the initial public offering ("IPO"), shares of Class B Common Stock of the Issuer, par value $0.001 per share, were issued without additional consideration in exchange for voting 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.
( 2 )These securities are held of record by Argonaut Holdings, LLC. Argonaut Holdings, LLC is managed by Argonaut Private Equity, L.L.C. Steven R. Mitchell has a derivative interest in Argonaut Private Equity, L.L.C. Robert A. Waldo is a manager and Vice President of Argonaut Private Equity, L.L.C. and has a derivative interest therein. George B. Kaiser is the sole member of Argonaut Private Equity, L.L.C. Each of Steven R. Mitchell, Robert A. Waldo and George B. Kaiser disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any.
( 3 )These securities are held of record by Sanford Energy Inc. Argonaut Private Equity, L.L.C. holds a minority interest in Sanford Energy Inc. and Robert A. Waldo serves as an advisor to Sanford Energy Inc. Each of Steven R. Mitchell, Robert A. Waldo and George B. Kaiser disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of his pecuniary interest therein, if any.
( 4 )In the Reorganization, Class A Units in the Partnership held prior to the IPO were converted into Class B Units. 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.

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