| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock, Par Value $0.001 Per Share |
| (b) | Name of Issuer:
StepStone Group Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
277 Park Avenue, 45th Floor, New York,
NEW YORK
, 10172. |
Item 1 Comment:
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 Persons with the Securities and Exchange Commission on September 20, 2021, as amended on July 3, 2023, February 21, 2024, August 14, 2024, November 1, 2024 and September 18, 2025 (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 |
|
| (a) | Item 2 of the Schedule 13D is hereby amended and supplemented as follows:
This Schedule 13D is being filed by James Lim (the "Reporting Person").
(a) As of the date of this statement, Mr. Lim beneficially owns 3,040,795 shares of Class A Common Stock and 163,656 Class C Units that are convertible into Class A Common Stock owned by Sanctuary Bay LLC. All of the Class C units owned by Sanctuary Bay LLC are exchangeable within 60 days of the date hereof. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | (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.
Percentage of
Number of Class
Shares A Common
Beneficially Stock
Reporting Person Owned Outstanding(1)
James Lim 3,204,451 4.0%
(1) Based on 80,135,346 shares of Class A Common Stock issued and outstanding as of January 5, 2026, and assuming that the Reporting Person exchanges all the Class C Units that are beneficially owned by him and currently available to be exchanged for Class A Common Stock on a one-for-one basis. |
| (c) | Item 5(c) of Schedule 13D is hereby amended and supplemented as follows:
Other than the transactions described below and disclosed in the Original Filing, the Reporting Person has not effected any transactions involving the beneficial ownership of Class A Common Stock during the sixty (60) days prior to the date of this statement. With respect to the sale transactions reported below, each day's sales comprised open market transactions made on that day, and the price per share reported is the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer full information regarding the number of shares of Class A Common Stock and prices at which the trades were effected.
The Reporting Person sold: 76,692 shares of Class A Common Stock at $69.30 per share on January 5, 2026; 123,308 shares of Class A Common Stock at $70.00 per share on January 6, 2026; 72,391 shares of Class A Common Stock at $69.14 per share on January 7, 2026; 227,609 shares of Class A Common Stock at $70.10 per share on January 8, 2026; 200,000 shares of Class A Common Stock at $71.56 on January 9, 2026; 250,000 shares of Class A Common Stock at $72.45 on January 13, 2026; and 50,000 shares of Class A Common Stock at $72.78 on January 14, 2026. |
| (e) | January 6, 2026 |
| Item 7. | Material to be Filed as Exhibits. |
| | 1. Tenth Amended and Restated Limited Partnership Agreement of StepStone Group LP (incorporated by reference to Exhibit 10.1 to the Issuer's Form 8-K filed with the SEC on May 31, 2024).
2. Class C Exchange Agreement (incorporated by reference to Exhibit 10.5 to the Issuer's Form 8-K filed with the SEC on September 20, 2021).
3. Second Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Issuer's Form 8-K filed with the SEC on May 31, 2024)
24.1 Power of Attorney for James Lim (incorporated by reference to Exhibit 24.1 to the Reporting Person's Schedule 13D filed on September 24, 2021).
|
