SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
 Â	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Brem Monte M (Last) (First) (Middle) C/O STEPSTONE GROUP INC. 450 LEXINGTON AVENUE, 31ST FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol StepStone Group Inc. [ STEP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) X Other (specify below) See remarks / See remarks
	3. Date of Earliest Transaction (Month/Day/Year) 09/18/2020
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class B Common Stock	09/18/2020		A(1)		10,992,105	A	(1)	10,992,105	D
Class B Common Stock	09/18/2020		D(2)		3,578,426	D	(2)	7,413,679	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Units	(3)	09/18/2020		J(4)		10,992,105		(3)	(3)	Class A Common Stock	10,992,105	(3)	10,992,105	D
Class B Units	(3)	09/18/2020		J(2)			3,578,426	(3)	(3)	Class A Common Stock	3,578,426	(2)	7,413,679	D

Explanation of Responses:

1. In the reorganization (the "Reorganization") of StepStone Group LP (the "Partnership") in connection with the closing of the Issuer's initial public offering (the "IPO"), shares of Class B Common Stock of the Issuer, par value $0.001 per share, were issued without additional consideration in exchange for 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. Represents 3,578,426 Class B Units of the Partnership and a corresponding number of shares of Class B Common Stock transferred by the Reporting Person to the Issuer in connection with the closing of the IPO at a price of $16.785 (the per-share price paid by the underwriters for shares of the Class A Common Stock in the IPO) for one Class B Unit and one share of Class B Common Stock.

3. 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.

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

Remarks:

Chairman, Co-Chief Executive Officer and Member of 13D group that owns more than 10%

	/s/ Jennifer Ishiguro, Attorney-in-Fact for Monte M. Brem	09/22/2020
	** Signature of Reporting Person	Date
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