James Lim Form 3 StepStone / James Lim ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Lim James

(Last) (First) (Middle)

C/O STEPSTONE GROUP INC.

450 LEXINGTON AVENUE, 31ST FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/20/2021

3. Issuer Name and Ticker or Trading Symbol
StepStone Group Inc. [ STEP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	7,812,987(1)	I	By Sanctuary Bay LLC

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class C Units	(2)	(2)	Class A Common Stock	163,656(1)	(2)	I	By Sanctuary Bay LLC

Explanation of Responses:

1. Represents securities received by the Reporting Person as partial consideration as an equityholder of Greenspring Associates, Inc. ("GA Inc.") pursuant to the Transaction Agreement, dated July 7, 2021, by and among the Issuer, StepStone Group LP (the "Partnership"), certain wholly-owned subsidiaries of the Issuer, the sellers party thereto, GA Inc., Greenspring Back Office Solutions, Inc. (together with GA Inc and their respective subsidiaries, "Greenspring") and Shareholder Representative Services LLC, solely in its capacity as the initial seller representative, whereby the Issuer acquired Greenspring.

2. Pursuant to a Class C Exchange Agreement entered into in connection with the Issuer's acquisition of Greenspring, Class C Units of the Partnership are exchangeable, on a one-for-one basis, for shares of Class A Common Stock of the Issuer.

Remarks:

Exhibit 24 - Power of Attorney

	/s/Jennifer Ishiguro, Attorney-in-fact for James Lim	09/23/2021
	** Signature of Reporting Person	Date
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 5 (b)(v).
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