SCHEDULE 13D/A: StepStone Group Executives Update Significant Holdings and Disclose Recent Share Sales
Beneficial Ownership Update
A recent Schedule 13D amendment reveals updated beneficial ownership stakes for six key StepStone Group executives and details recent sales of Class A Common Stock by three of the reporting persons.
Summary
- This Schedule 13D Amendment No. 20 updates the beneficial ownership of Class A Common Stock in StepStone Group Inc. by six reporting persons: Monte M. Brem, Scott W. Hart, Jason P. Ment, Jose A. Fernandez, Michael I. McCabe, and Thomas Keck.
- The reporting persons, acting as members of the Class B Committee, collectively have shared voting power over 43,228,796 shares of voting stock, representing 38.5% of the Class A Common Stock outstanding.
- The Class B Committee, through the Stockholders Agreement, is expected to control the outcome of matters submitted to the Issuer's stockholders until a 'Sunset' event occurs.
- As of the filing date, the Class B Committee members collectively beneficially own approximately 34.0% of the aggregate voting power of Class A and Class B Common Stock.
- Parties to the Stockholders Agreement, including the Class B Committee, collectively hold approximately 61.9% of the aggregate voting power of Class A and Class B Common Stock.
- Individual beneficial ownership (sole dispositive power) of Class A Common Stock for the reporting persons is as follows: Monte M. Brem (2,276,888 shares, 2.8%), Scott W. Hart (3,160,490 shares, 3.9%), Jason P. Ment (1,136,579 shares, 1.4%), Jose A. Fernandez (5,033,311 shares, 6.0%), Michael I. McCabe (3,517,435 shares, 4.3%), and Thomas Keck (4,299,538 shares, 5.2%). These percentages are based on 78,546,004 shares of Class A Common Stock outstanding as of June 2, 2025.
- Within 60 days prior to the filing, several reporting persons executed sales of Class A Common Stock:
- Michael I. McCabe sold 51,377 shares at $59.90 per share and 199,741 shares at $59.92 per share on May 28, 2025.
- Jason P. Ment sold 800 shares at $60.02 per share on May 14, 2025; 900 shares at $60.00 per share on May 23, 2025; and 55,618 shares at $60.71 per share on May 28, 2025, all under a 10b5-1 Plan.
- Scott W. Hart sold 900 shares at $60.01 per share on May 14, 2025; 1,403 shares at $60.01 per share on May 23, 2025; and 27,697 shares at $60.06 per share on May 28, 2025, all through a family trust under a 10b5-1 Plan.
Sentiment
Score: 5
Explanation: The sentiment is neutral. While insider sales can sometimes be perceived negatively, these appear to be routine disclosures, some under 10b5-1 plans, and the document primarily serves to update ownership information rather than signal a change in company prospects.
Positives
- The filing provides transparency regarding the beneficial ownership and control structure of StepStone Group Inc.
- The existence of a clear Stockholders Agreement and Class B Committee provides a defined governance framework for the company.
Negatives
- Several key executives, including Michael I. McCabe, Jason P. Ment, and Scott W. Hart, sold significant amounts of Class A Common Stock in late May 2025, which could be perceived negatively by investors, even if executed under pre-planned 10b5-1 plans.
Risks
- The Class B Committee, composed of the reporting persons, is expected to control the outcome of matters submitted to the Issuer's stockholders until a 'Sunset' event, indicating a concentration of voting power that could limit the influence of other shareholders.
- The significant collective beneficial ownership (61.9% of aggregate voting power by parties to the Stockholders Agreement) could lead to reduced minority shareholder influence on corporate decisions.
Future Outlook
The document does not contain any forward-looking statements or guidance regarding the company's financial performance or strategic outlook, focusing solely on beneficial ownership and recent transactions.
Industry Context
This filing is a routine disclosure of insider ownership changes within the financial services industry, specifically for a company specializing in private markets and alternative investments. It reflects ongoing adjustments to executive holdings, which is a common occurrence in publicly traded companies, but does not provide broader industry trends or competitive analysis.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Confirmation of Control Structure | The filing reaffirms that the Class B Committee, composed of the reporting persons, is expected to control the outcome of matters submitted to the Issuer's stockholders until a 'Sunset' event, due to their rights under the Stockholders Agreement. | N/A | This structure concentrates significant voting power (34.0% for Class B Committee, 61.9% for Stockholders Agreement parties) with a specific group of individuals, potentially limiting the influence of other shareholders on corporate governance matters. |
Stakeholder Impact
- Shareholders: The concentrated voting power held by the Class B Committee and parties to the Stockholders Agreement may impact the influence of other shareholders on corporate decisions. Recent insider sales could also influence shareholder perception and potentially stock price.
- Management: The filing details the individual and collective holdings of key executives, providing transparency into their stakes in the company.
Key Dates
| Date | Description |
|---|---|
| 2020-09-18 | Date of filing of Issuer's Form 8-K related to Tax Receivable Agreement (Exchanges) and Exchange Agreement. |
| 2020-09-21 | Date of the Original Filing of the Schedule 13D by the Reporting Persons. |
| 2021-03-25 | Date of an amendment to the Schedule 13D. |
| 2021-09-20 | Date of filing of Issuer's Form 8-K related to Amended and Restated Stockholders Agreement and Class C Exchange Agreement. |
| 2021-09-29 | Date of an amendment to the Schedule 13D. |
| 2021-10-28 | Date of an amendment to the Schedule 13D. |
| 2021-11-04 | Date of an amendment to the Schedule 13D. |
| 2021-11-26 | Date of an amendment to the Schedule 13D. |
| 2022-10-20 | Date of an amendment to the Schedule 13D. |
| 2022-11-18 | Date of an amendment to the Schedule 13D. |
| 2023-03-10 | Date of an amendment to the Schedule 13D. |
| 2024-01-10 | Date of an amendment to the Schedule 13D. |
| 2024-02-07 | Date of filing of Issuer's Form 8-K related to Support Agreement. |
| 2024-02-09 | Date of an amendment to the Schedule 13D. |
| 2024-02-14 | Date of an amendment to the Schedule 13D. |
| 2024-02-27 | Date of an amendment to the Schedule 13D. |
| 2024-04-09 | Date of an amendment to the Schedule 13D. |
| 2024-04-22 | Date of an amendment to the Schedule 13D. |
| 2024-05-01 | Date of an amendment to the Schedule 13D. |
| 2024-05-31 | Date of filing of Issuer's Form 8-K related to Tenth Amended and Restated Limited Partnership Agreement and Second Amended and Restated Registration Rights Agreement, and Class D Exchange Agreement. |
| 2024-08-21 | Date of an amendment to the Schedule 13D. |
| 2024-09-13 | Date of an amendment to the Schedule 13D. |
| 2024-12-05 | Date of an amendment to the Schedule 13D. |
| 2025-01-08 | Date of an amendment to the Schedule 13D. |
| 2025-05-14 | Jason P. Ment sold 800 shares of Class A Common Stock at $60.02 per share; Scott W. Hart sold 900 shares of Class A Common Stock at $60.01 per share. |
| 2025-05-23 | Jason P. Ment sold 900 shares of Class A Common Stock at $60.00 per share; Scott W. Hart sold 1,403 shares of Class A Common Stock at $60.01 per share. |
| 2025-05-28 | Michael I. McCabe sold 51,377 shares at $59.90 per share and 199,741 shares at $59.92 per share; Jason P. Ment sold 55,618 shares at $60.71 per share; Scott W. Hart sold 27,697 shares at $60.06 per share. |
| 2025-06-02 | Date as of which 78,546,004 shares of Class A Common Stock were issued and outstanding for calculation purposes. |
| 2025-06-04 | Date of event which requires filing of this statement (Amendment No. 20). |
| 2025-06-06 | Date of signing of the Schedule 13D Amendment No. 20. |
Keywords
StepStone Group Inc., SEC Filing, Schedule 13D, Beneficial Ownership, Insider Sales, Class A Common Stock, Corporate Governance, Investment Management, Private Markets, Alternative Investments
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