SCHEDULE 13D
CUSIP No. 85914M107
Item 1. Security and Issuer
This statement on Schedule 13D (this “Statement”) relates to the Reporting Person’s (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 277 Park Avenue, 45th Floor, New York, NY 10172.
This amendment (the “Amendment”) amends the prior statement
on Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission on September 29, 2021 (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 by Mark Maruszewski (the “Reporting Person”). On September 11, 2024, the Reporting Person ceased to be the
beneficial owner of more than five percent of the Class A Common Stock.
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(a) |
As of the date of this Statement, the Reporting Person beneficially owns 3,614,205 shares of Class A
Common Stock as the direct holder of 41,667 shares of Class A Common Stock, the direct holder of 2,358,011 Class B Units, the beneficial owner of 878,009 Class B Units owned by Sconset Union Capital, LLC and the beneficial owner of
336,518 Class B Units owned by Sconset Union Capital II, LLC. |
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(b) |
The business address of the Reporting Person is c/o StepStone Group Inc., 277 Park Avenue, 45th Floor, New
York, NY 10172. |
Item 5. 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 the Reporting Person. The aggregate
number and percentage of the Class A Common Stock beneficially owned by the Reporting Person is calculated in accordance with Rule 13d-3.
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| Reporting Person |
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Number of
Shares With Dispositive Power |
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Percentage of Class
A Common Stock
Outstanding(1) |
| Mark Maruszewski |
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3,614,205 |
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4.8% |
| (1) |
Based on 71,749,237 shares of Class A Common Stock issued and outstanding as of September 11, 2024,
and assuming that the Reporting Person exchanges all of the Class B Units held directly or indirectly by him for shares of Class A Common Stock on a
one-for-one basis, but no other unitholder exchanges their Class B Units. |
(c) Item 5(c) of Schedule 13D is amended to reflect the following:
On September 11, 2024, in connection with an offering of Class A Common Stock by the Company, the Reporting Person exchanged 193,558 Class B
Units in the Partnership for cash pursuant to the Exchange Agreement.
The Reporting Person has not effected any other transaction in shares of
Class A Common Stock during the past sixty (60) days.