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) 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 277 Park Avenue, 45th Floor, New York, NY 10172.
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,
October 20, 2022, November 18, 2022, March 10, 2023 and January 10, 2024 (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 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
On February 7, 2024, the Reporting Persons entered into a support agreement with the Company (the Support Agreement) pursuant to which the
Reporting Persons agreed to vote all of the shares of capital stock of the Company that the Class B Committee has a right to vote in favor of the transactions under certain transaction agreements (the Transaction Agreements) entered
into by the Company. The Support Agreement terminates upon the earliest to occur of (i) the receipt of the stockholders approval required by the Transaction Agreements, (ii) the closing of any exchange under the Transaction Agreements,
(iii) the termination of any Transaction Agreement, and (iv) the mutual written consent of the parties. The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the
Support Agreement, which is filed as Exhibit 8 hereto and hereby incorporated in this Item 6 by reference.
Item 7. Material to be Filed as
Exhibits
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Exhibit |
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Description |
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1. |
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Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit 1 to the Reporting Persons Schedule 13D
filed on September 21, 2020). |
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2. |
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Ninth Amended and Restated Limited Partnership Agreement of StepStone Group LP (incorporated by reference to Exhibit 10.3 to the Issuers Form 8-K filed with the SEC on September 20,
2021). |
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3. |
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Tax Receivable Agreement (Exchanges) (incorporated by reference to Exhibit 10.2 to the Issuers Form 8-K filed with the SEC on September 18, 2020). |
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4. |
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Exchange Agreement (incorporated by reference to Exhibit 10.4 to the Issuers Form 8-K filed with the SEC on September 18, 2020). |
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5. |
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Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 10.4 to the Issuers Form 8-K filed with the SEC on September 20, 2021). |
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6. |
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Amended and Restated Stockholders Agreement (incorporated by reference to Exhibit 10.2 to the Issuers Form 8-K filed with the SEC on September 20,
2021). |