Sec Form 4 Filing - Brem Monte M @ StepStone Group Inc. - 2021-11-18

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
Brem Monte M
2. Issuer Name and Ticker or Trading Symbol
StepStone Group Inc. [ STEP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) X __ Other (specify below)
See remarks/See remarks
(Last) (First) (Middle)
C/O STEPSTONE GROUP INC., 450 LEXINGTON AVENUE, 31ST FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
11/18/2021
(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 B Common Stock 11/18/2021 D( 1 ) 863,616 D $ 0.001 2,905,953 I By MMAR HNL, LLC
Class A Common Stock 11/18/2021 C( 1 ) 863,616 A 863,616 I By MMAR HNL, LLC
Class A Common Stock 11/18/2021 S( 3 ) 863,616 D $ 51.83 0 I By MMAR HNL, LLC
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 ( 2 ) 11/18/2021 C( 1 ) 863,616 ( 2 ) ( 2 ) Class A Common Stock 863,616 ( 2 ) 2,905,953 I By MMAR HNL, LLC
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Brem Monte M
C/O STEPSTONE GROUP INC.
450 LEXINGTON AVENUE, 31ST FLOOR
NEW YORK, NY10017
X See remarks See remarks
Signatures
/s/ Jennifer Ishiguro, Attorney-in-fact for Monte M. Brem 11/22/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 18, 2021, the Reporting Person exchanged 863,616 Class B Units of StepStone Group LP (the "Partnership") for 863,616 shares of Class A Common Stock. In connection with the exchange, 863,616 shares of Class B Common Stock were automatically redeemed and cancelled.
( 2 )The Class B Units of the Partnership are exchangeable, on a one-for-one basis, for shares of Class A Common Stock of the Issuer. Upon exchange of a Class B Unit, the corresponding share of Class B Common Stock of the Issuer are automatically redeemed and cancelled.
( 3 )On November 18, 2021, the Reporting Person sold shares of Class A Common Stock in a secondary offering of Class A Common Stock by certain selling stockholders of the Issuer.

Remarks:
Chairman, Co-Chief Executive Officer and Member of 13D Group that is deemed to own 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).
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