StepStone Group Inc. SC 13D/A Filing Update
Ticker: STEP · Form: SC 13D/A · Filed: Dec 5, 2024 · CIK: 1796022
| Field | Detail |
|---|---|
| Company | Stepstone Group Inc. (STEP) |
| Form Type | SC 13D/A |
| Filed Date | Dec 5, 2024 |
| Risk Level | medium |
| Pages | 10 |
| Reading Time | 12 min |
| Key Dollar Amounts | $0.001, $63.11, $64.15, $64.85, $62.80 |
| Sentiment | neutral |
Sentiment: neutral
Topics: amendment, ownership-filing, sec-filing
Related Tickers: STEP
TL;DR
StepStone Group Inc. (STEP) filed an amended 13D, Brem Monte M is involved.
AI Summary
This SC 13D/A filing from December 5, 2024, concerns StepStone Group Inc. The filing indicates an amendment to a previous filing, with Brem Monte M listed as a filer. Key individuals associated with StepStone Group Inc. include Jason P. Ment, Jose A. Fernandez, Michael I. McCabe, Scott W. Hart, and Thomas Keck.
Why It Matters
This filing is an amendment to a Schedule 13D, which is typically filed by entities that acquire a significant stake in a public company, suggesting potential changes in control or strategy.
Risk Assessment
Risk Level: medium — Schedule 13D filings, especially amendments, often signal significant ownership changes or activist investor involvement, which can lead to increased volatility.
Key Numbers
- 0001796022 — Central Index Key (StepStone Group Inc.)
- 0001822443 — Central Index Key (Brem Monte M)
- 85914M107 — CUSIP Number (Class A Common Stock)
Key Players & Entities
- StepStone Group Inc. (company) — Subject Company
- Brem Monte M (company) — Filer
- Jason P. Ment (person) — Group Member
- Jose A. Fernandez (person) — Group Member
- Michael I. McCabe (person) — Group Member
- Scott W. Hart (person) — Group Member
- Thomas Keck (person) — Group Member
- Jennifer Y. Ishiguro (person) — Authorized to Receive Notices
FAQ
What is the purpose of this SC 13D/A filing?
This filing is an amendment (Amendment No. 18) to a Schedule 13D, indicating a change or update regarding the beneficial ownership of StepStone Group Inc. securities.
Who is filing this amendment?
The filing is made by Brem Monte M, and lists Jason P. Ment, Jose A. Fernandez, Michael I. McCabe, Scott W. Hart, and Thomas Keck as group members.
What is the subject company?
The subject company is StepStone Group Inc.
When was the event requiring this filing?
The date of the event which requires filing of this statement is December 3, 2024.
Who is authorized to receive notices for this filing?
Jennifer Y. Ishiguro, Chief Legal Officer & Secretary of StepStone Group Inc., is authorized to receive notices and communications.
Filing Stats: 3,023 words · 12 min read · ~10 pages · Grade level 9.3 · Accepted 2024-12-05 19:16:56
Key Financial Figures
- $0.001 — suer) Class A Common Stock, Par Value $0.001 Per Share (Title of Class of Securiti
- $63.11 — 9,291 shares of Class A Common Stock at $63.11 per share on December 3, 2024; 2,700 sh
- $64.15 — 2,700 shares of Class A Common Stock at $64.15 per share on December 3, 2024; 100 shar
- $64.85 — ; 100 shares of Class A Common Stock at $64.85 per share on December 3, 2024; 37,509 s
- $62.80 — 7,509 shares of Class A Common Stock at $62.80; per share on December 4, 2024; and 400
- $63.48 — d 400 shares of Class A Common Stock at $63.48 per share on December 4, 2024. In each
- $64.34 — Common Stock owned by a family trust at $64.34 per share on December 3, 2024; and 4,00
- $64.25 — Class A Common Stock owned directly at $64.25 per share on December 3, 2024. Item7.
Filing Documents
- d902884dsc13da.htm (SC 13D/A) — 120KB
- 0001193125-24-271743.txt ( ) — 121KB
of the Schedule 13D is hereby amended and supplemented as follows
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, 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 43,611,655 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 34.0% 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 62.9% 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 is expected to control the outcome of matters submitted to the Issuers stockholders until a Sunset has occurred. (a) As of the date of this Statement: (i) Monte M. Brem beneficially owns 2,276,888 shares of Class A Common Stock as the beneficial owner of 2,276,888 Class B Units owned by MMAR HNL, LLC; (ii) Scott W. Har
of the
Item 4 of the Schedule 13D is hereby amended and supplemented as follows: In November 2024, certain of the Reporting Persons entered into 10b5-1 Plans with Morgan Stanley Smith Barney LLC, which provide for the sale of up to 177,308 shares of Class A Common Stock. All sales of shares of Class A Common Stock under the 10b5-1 Plans are subject to certain minimum price conditions. Item5. Interest in Securities of the Issuer (a) and (b) Items 5(a) and 5(b) of Schedule 13D are amended to reflect the following: The following table sets forth the aggregate number and percentage of the Class A Common Stock beneficially owned by each Reporting Person. The aggregate number and percentage of the Class A Common Stock beneficially owned by each Reporting Person is calculated in accordance with Rule 13d-3, but excluding any shares beneficial owned solely by virtue of the Stockholders Agreement. Each of the Reporting Persons may be deemed to have beneficial ownership over 43,611,655 shares of voting stock held by Class A stockholders, Class B stockholders and Class C unitholders party to the Stockholders Agreement (inclusive of the shares listed in the table), representing 39.6% of Class A Common Stock outstanding (assuming that the 33,004,103 Class B Units and the 965,761 Class C Units subject to the Stockholders Agreement and eligible to be exchanged are exchanged), which have been omitted from the table below. Reporting Person Number of Shares With Dispositive Power Percentage of Class A Common Stock Outstanding(1) Monte M. Brem 2,276,888 2.9 % Scott W. Hart 3,227,775 4.1 % Jason P. Ment 1,185,557 1.5 % Jose A. Fernandez 5,031,021 6.2 % Michael I. McCabe 3,764,674 4.8 % Thomas Keck 4,347,248 5.4 % (1) Based on 75,763,884 shares of Class A Common Stock issued and outstanding as of December 2, 2024, and assuming that the Reporting Persons exchange all of the Class B Units held directly or indirectly by them
SIGNATURES
SIGNATURES After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct. Dated: December 5, 2024 1. /s/ Jennifer Ishiguro, Attorney-in-Fact Monte M. Brem 2. /s/ Jennifer Ishiguro, Attorney-in-Fact Scott W. Hart 3. /s/ Jennifer Ishiguro, Attorney-in-Fact Jason P. Ment 4. /s/ Jennifer Ishiguro, Attorney-in-Fact Jose A. Fernandez 5. /s/ Jennifer Ishiguro, Attorney-in-Fact Michael I. McCabe 6. /s/ Jennifer Ishiguro, Attorney-in-Fact Thomas Keck