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Filing Details

Accession Number:: 0001209191-20-051491
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-09-22 17:00:09
Reporting Period:: 2020-09-18

Accepted Time:: 2020-09-22 17:00:09
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
1822643	P Jason Ment	C/O Stepstone Group Inc. 450 Lexington Avenue, 31St Floor New York NY 10017	See Remarks	No	Yes	No	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Class A Common Stock	Acquisiton	2020-09-18	66,490	$0.00	66,490	No	4	A	Direct
Class A Common Stock	Acquisiton	2020-09-18	4,460	$18.00	70,950	No	4	P	Direct
Class B Common Stock	Acquisiton	2020-09-18	781,407	$0.00	781,407	No	4	A	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	A	Direct
No	4	P	Direct
No	4	A	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Units	Acquisiton	2020-09-18	781,407	$0.00	781,407	$0.00
Class A Common Stock	Class B2 Units	Acquisiton	2020-09-18	346,842	$0.00	346,842	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
781,407			No	4	J	Direct
346,842			No	4	J	Direct

Footnotes

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.
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.