Filing Details
- Accession Number:
- 0001209191-20-051489
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2020-09-22 16:55:09
- Reporting Period:
- 2020-09-18
- Accepted Time:
- 2020-09-22 16:55:09
- SEC Url:
- Form 4 Filing
Issuer
Cik | Name | Symbol | Sector (SIC) | IRS No |
---|---|---|---|---|
1796022 | Stepstone Group Inc. | STEP | Investment Advice (6282) | 000000000 |
Insiders
Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
---|---|---|---|---|---|---|---|
1821974 | W Scott Hart | C/O Stepstone Group Inc. 450 Lexington Avenue, 31St Floor New York NY 10017 | Co-Chief Executive Officer | Yes | Yes | No | Yes |
Reported Non-Derivative Transactions
Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|---|---|---|---|---|---|
Class A Common Stock | Acquisiton | 2020-09-18 | 13,380 | $18.00 | 13,380 | No | 4 | P | Direct | |
Class B Common Stock | Acquisiton | 2020-09-18 | 3,107,808 | $0.00 | 3,107,808 | No | 4 | A | Indirect | By Trust |
Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|
No | 4 | P | Direct | |
No | 4 | A | Indirect | By Trust |
Reported Derivative Transactions
Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
---|---|---|---|---|---|---|---|
Class A Common Stock | Class B Units | Acquisiton | 2020-09-18 | 3,107,808 | $0.00 | 3,107,808 | $0.00 |
Class A Common Stock | Class B2 Units | Acquisiton | 2020-09-18 | 297,270 | $0.00 | 297,270 | $0.00 |
Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
---|---|---|---|---|---|---|
3,107,808 | No | 4 | J | Indirect | ||
297,270 | No | 4 | J | Indirect |
Footnotes
- 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").
- 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.
- 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.
- In the Reorganization, Class A Units in the Partnership held prior to the IPO were converted into Class B Units.
- 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.