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Sec Form 4 Filing - Argonaut Private Equity L.L.C. @ StepStone Group Inc. - 2020-09-18

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
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 A Common Stock 09/18/2020 P( 1 ) 62,500 A $ 18 62,500 D ( 2 )
Class A Common Stock 09/18/2020 P( 1 ) 62,500 A $ 18 62,500 D ( 3 )
Class B Common Stock 09/18/2020 J( 4 ) 3,830,328 D 6,432,858 D ( 5 )
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 ( 6 ) 09/18/2020 J( 4 ) 3,830,328 ( 6 ) ( 6 ) Class A Common Stock 3,830,328 ( 4 ) 6,432,858 D ( 5 )
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
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
/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 )Represents the purchase of shares of Class A Common Stock in the Issuer's initial public offering ("IPO").
( 2 )These securities are held of record by Steven R. Mitchell. Each of Argonaut Private Equity, L.L.C., Argonaut Holdings, LLC, George Kaiser and Robert A. Waldo disclaims beneficial ownership of these securities to the extent it or he does not have a pecuniary interest therein.
( 3 )These securities are held of record by Robert A. Waldo. Each of Argonaut Private Equity, L.L.C., Argonaut Holdings, LLC, George Kaiser and Steven R. Mitchell disclaims beneficial ownership of these securities to the extent it or he does not have a pecuniary interest therein.
( 4 )Represents 3,830,328 Class B Units of StepStone Group LP (the "Partnership") and a corresponding number of shares of Class B Common Stock transferred by Argonaut Holdings, LLC to the Issuer in connection with the closing of the IPO at a price of $18.00 for one Class B Unit and one share of Class B Common Stock.
( 5 )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, except to the extent of his pecuniary interest therein, if any.
( 6 )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.

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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