StepStone Group Inc. — Director's Dealing 2021

Nov 22, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: StepStone Group Inc. (STEP)
CIK: 0001796022
Period of Report: 2021-11-18

Reporting Person: McCabe Michael I (Director, Head of Strategy, See remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-18	Class B Common Stock	D	332584	$0.001	Disposed	2406142	Direct
2021-11-18	Class A Common Stock	C	332584	—	Acquired	332584	Direct
2021-11-18	Class A Common Stock	S	332584	$51.83	Disposed	0	Direct
2021-11-18	Class B Common Stock	D	332584	$0.001	Disposed	1187416	Indirect
2021-11-18	Class A Common Stock	C	332584	—	Acquired	332584	Indirect
2021-11-18	Class A Common Stock	S	332584	$51.83	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-18	Class B Units	$	C	332584	Disposed		Class A Common Stock (332584.0)	Direct
2021-11-18	Class B Units	$	C	332584	Disposed		Class A Common Stock (332584.0)	Indirect

Footnotes

F1: On November 18, 2021, the Reporting Person exchanged 332,584 Class B Units of StepStone Group LP (the "Partnership") held directly for 332,584 shares of Class A Common Stock and 332,584 Class B Units of the Partnership held by a trust for 332,584 shares of Class A common stock. In connection with each exchange, 332,584 shares of Class B Common Stock were automatically redeemed and cancelled.

F2: The Class B Units of the Partnership are exchangeable, on a one-for-one basis, for shares of Class A Common Stock of the Issuer. Upon exchange of a Class B Unit, the corresponding share of Class B Common Stock of the Issuer are automatically redeemed and cancelled.

F3: On November 18, 2021, the Reporting Person sold shares of Class A Common Stock in a secondary offering of Class A Common Stock by certain selling stockholders of the Issuer.