SCHEDULE 13D
CUSIP No. 85914M107
Item 1. Security and Issuer
This statement on Schedule 13D (this “Statement”) relates to the Reporting Persons’ (as defined in Item 2 below) beneficial ownership interest in the Class A common stock, par value $0.001 per share (the “Class A Common Stock”), of StepStone Group Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 450 Lexington Avenue, 31st Floor, New York, NY 10017.
This amendment (the “Amendment”) amends the prior statement on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 21, 2020, as amended on March 25, 2021, September 29, 2021, October 28, 2021, November 4, 2021, November 26, 2021 and October 20, 2022 (the “Original Filing” and, as amended by this Amendment, the “Schedule 13D”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Original Filing.
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby amended and supplemented as follows:
This Statement is being filed jointly by Monte M. Brem, Scott W. Hart, Jason P. Ment, Jose A. Fernandez, Johnny D. Randel, Michael I. McCabe and Thomas Keck. The foregoing persons are referred to collectively as the “Reporting Persons.” Each of the Reporting Persons is filing in his capacity as a member of the Class B Committee. In addition, Messrs. Brem, Hart, Fernandez, McCabe and Keck are filing as the direct owners of more than 5% of the Class B units (the “Class B Units”) of StepStone Group LP (the “Partnership”).
The Reporting Persons constitute the current members of the Class B Committee. As described more fully below, pursuant to the Stockholders Agreement, the members of the Class B Committee have the right to direct the voting of certain shares of Class A Common Stock and Class B common stock, par value $0.001 per share (the “Class B Common Stock”), of the Issuer. As a result, the Reporting Persons may be deemed to have beneficial ownership over 53,116,849 shares of voting stock held by stockholders party to the Stockholders Agreement.
As of the date of this filing, the members of the Class B Committee collectively beneficially own, directly or indirectly, approximately 35.8% of the aggregate voting power of the Class A Common Stock and Class B Common Stock, and the parties to the Stockholders Agreement (inclusive of the Class B Committee) collectively hold, directly or indirectly, approximately 69.9% of the aggregate voting power of the Class A Common Stock and Class B Common Stock. As a result of the arrangement set forth in the Stockholders Agreement, the Class B Committee are expected to control the outcome of matters submitted to the Issuer’s stockholders until a Sunset has occurred.
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(a) As of the date of this Statement: |
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(i) | | Monte M. Brem beneficially owns 2,905,953 shares of Class A Common Stock as the beneficial owner of 2,905,953 Class B Units owned by MMAR HNL, LLC; |
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(ii) | | Scott W. Hart beneficially owns 3,054,671 shares of Class A Common Stock as the beneficial owner of 13,380 shares of Class A Common Stock and 3,041,291 Class B Units owned by a family trust; |
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(iii) | | Jason Ment beneficially owns 819,113 shares of Class A Common Stock as the direct holder of 37,706 shares of Class A Common Stock and 781,407 Class B Units; |
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(iv) | | Jose A. Fernandez beneficially owns 5,369,748 shares of Class A Common Stock as the direct holder of 8,920 shares of Class A Common Stock, the beneficial owner of 3,755,328 Class B Units owned by a family trust and the beneficial owner of 1,605,500 Class B Units owned by Santaluz Capital Partners, LLC; |
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(v) | | Johnny D. Randel beneficially owns 1,142,243 shares of Class A Common Stock as the direct holder of 15,650 shares of Class A Common Stock and 1,126,593 Class B Units; |