Argonaut Private Equity, L.L.C. Form 3 StepStone / Private Equity, L.L.C. Argonaut 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^*

Argonaut Private Equity, L.L.C.

(Last) (First) (Middle)

6733 S. YALE AVE.

(Street)

TULSA OK 74136

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/18/2020

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)

	Form filed by One Reporting Person
X	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 B Common Stock	10,263,186	D(1)(2)
Class B Common Stock	3,830,328	D(1)(3)

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 B Units	(4)	(4)	Class A Common Stock	10,263,186	(4)	D(2)
Class B Units	(4)	(4)	Class A Common Stock	3,830,328	(4)	D(3)

1. Name and Address of Reporting Person^*

Argonaut Private Equity, L.L.C.

(Last) (First) (Middle)

6733 S. YALE AVE.

(Street)

TULSA OK 74136

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Argonaut Holdings, L.L.C.

(Last) (First) (Middle)

6733 S. YALE AVE.

(Street)

TULSA OK 74136

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sanford Energy, Inc.

(Last) (First) (Middle)

6733 S. YALE AVE.

(Street)

TULSA OK 74136

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KAISER GEORGE B

(Last) (First) (Middle)

C/O FREDERIC DORWART, LAWYERS

124 EAST FOURTH STREET

(Street)

TULSA OK 74103

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mitchell Steven R

(Last) (First) (Middle)

C/O STEPSTONE GROUP INC.

450 LEXINGTON AVENUE, 31ST FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Waldo Robert

(Last) (First) (Middle)

C/O STEPSTONE GROUP INC.

450 LEXINGTON AVENUE, 31ST FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Explanation of Responses:

1. In the reorganization (the "Reorganization") of StepStone Group LP (the "Partnership") in connection with the closing of the initial public offering ("IPO"), shares of Class B Common Stock of the Issuer, par value $0.001 per share, were issued without additional consideration in exchange for voting 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.

2. 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 (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any.

3. These securities are held of record by Sanford Energy Inc. Argonaut Private Equity, L.L.C. holds a minority interest in Sanford Energy Inc. and Robert A. Waldo serves as an advisor to Sanford Energy Inc. 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 Exchange Act, except to the extent of his pecuniary interest therein, if any.

4. In the Reorganization, Class A Units in the Partnership held prior to the IPO were converted into Class B Units. 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.

	Argonaut Private Equity, L.L.C.; By /s/ Frederic Dorwart, Manager	09/18/2020
	Argonaut Holdings, LLC.; By Argonaut Private Equity, L.L.C., Manager; By /s/ Frederic Dorwart, Manager	09/18/2020
	Sanford Energy Inc.; By /s/ Frederic Dorwart, President	09/18/2020
	/s/ Frederic Dorwart, Attorney-in-fact for George B. Kaiser	09/18/2020
	/s/ Jennifer Ishiguro, Attorney-in-fact for Steven R. Mitchell	09/18/2020
	/s/ Jennifer Ishiguro, Attorney-in-fact for Robert A. Waldo	09/18/2020
	** Signature of Reporting Person	Date
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