Sec Form 13D Filing - ARG Private Equity LLC filing for StepStone Group Inc. (STEP) - 2021-03-25

StepStone Group Inc.

(Name of Issuer)

Class A common stock, par value $0.001 per share

(Title of Class of Securities)

85914M107

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 23, 2021

(Date of Event Which Requires Filing of this Statement)

1	NAMES OF REPORTING PERSONS
	Robert A. Waldo
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			62,500
		8	SHARED VOTING POWER
			4,993,044
		9	SOLE DISPOSITIVE POWER
			62,500
		10	SHARED DISPOSITIVE POWER
			4,993,044
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,055,544
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	11.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

Item 1.

Security and Issuer

Item 2.

Identity and Background

1.

ARG Private Equity, LLC (f/k/a Argonaut Private Equity, L.L.C.) (“ARG PE”);

2.

Argonaut Holdings, L.L.C. (“Argonaut Holdings”);

3.

Sanford Energy, Inc. (“Sanford”);

4.

George B. Kaiser (“Mr. Kaiser”); and

5.

Robert A. Waldo (“Mr. Waldo”).

(a)

As of the date of this statement:

(i)

Argonaut Holdings beneficially owns 4,993,044 shares of Class A Common Stock as the direct holder of a corresponding number of Class B Units;

(ii)

ARG PE may be deemed to beneficially own the 4,993,044 shares of Class A Common Stock and corresponding number of Class B Units directly held by Argonaut Holdings as the manager of Argonaut Holdings;

(iii)

Sanford beneficially owns 3,830,328 shares of Class A Common Stock as the direct holder of a corresponding number of Class B units; and

(iv)

Mr. Kaiser beneficially owns the 4,993,044 shares of Class A Common Stock and corresponding number of Class B Units directly held by Argonaut Holdings as the majority owner of ARG PE, which is the manager of Argonaut Holdings; and

(v)

Mr. Waldo beneficially owns 62,500 shares of Class A Common Stock as the direct holder of a corresponding number of Class B Units and may be deemed to beneficially own the 4,993,044 shares of Class A Common Stock and corresponding number of Class B Units directly held by Argonaut Holdings as a manager and Vice President of ARG PE, which is the manager of Argonaut Holdings.

•

The principal business address of the Reporting Persons is 6733 South Yale Avenue, Tulsa, Oklahoma 74136.

•

The principal business of ARG PE and Argonaut Holdings is to engage in the acquisition, retention, holding and divestment of investments.

•

The principal business of Sanford is to engage in the acquisition, retention, holding and divestment of investments.

•

Mr. Kaiser is the sole member of ARG PE. The principal occupation for Mr. Kaiser is a private investor.

•

Mr. Waldo is an adviser to Sanford, a manager and Vice President of ARG PE and the President of Kaiser-Francis Oil Company. Mr. Waldo also serves as a member of the board of directors of the Issuer.

•

ARG PE is a limited liability company organized under the laws of the State of Oklahoma.

•

Argonaut Holdings is a limited liability company organized under the laws of Oklahoma.

•

Sanford is a Delaware corporation.

•

Messrs. Kaiser and Waldo are United States citizens.

Item 3.

Source and Amount of Funds or Other Consideration

Item 4.

Purpose of Transaction

Item 5.

Interest in Securities of the Issuer

Reporting Person		Number of Shares Beneficially Owned		Percentage of Class A Common Stock Outstanding(1)
ARG Private Equity, LLC		4,993,044		11.5	%
Argonaut Holdings, L.L.C.		4,993,044		11.5	%
Sanford Energy, Inc.		3,830,328		9.1	%
George B. Kaiser		4,993,044		11.5	%
Robert A. Waldo		5,055,544		11.6	2%
Total for Group		8,885,872		18.8	%

(1)

Based on 38,437,500 shares of Class A Common Stock issued and outstanding upon the closing of the 2021 Offering, and assuming that the Reporting Persons exchange all of the Class B Units held directly or indirectly by them for shares of Class A Common Stock on a one-for-one basis, but no other Reporting Person exchanges their Class B Units.

Reporting Person		Number of Class B Units Exchanged		Number of Shares of Class B Common Stock Redeemed and Cancelled		Number of Shares of Class A Common Stock Sold	Date of Transaction
ARG Private Equity, LLC		1,439,814		1,439,814		1,439,814	3/23/2021
Argonaut Holdings, L.L.C.		1,439,814		1,439,814		1,439,814	3/23/2021
Sanford Energy, Inc.		—		—		—	—
George B. Kaiser		1,439,814		1,439,814		1,439,814	3/23/2021
Robert A. Waldo		1,439,814		1,439,814		1,439,814	3/23/2021
Total for Group		1,439,814		1,439,814		1,439,814

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 7.

Material to be Filed as Exhibits

Exhibit		Description
1.		Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. (incorporated by reference to Exhibit 1 to the Reporting Persons’ Schedule 13D filed on September 21, 2020).
2.		Form of Lock-Up Agreement. (incorporated by reference to Exhibit 1.1 to the Issuer’s Form S-1 filed on March 16, 2021).
3.		Eighth 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 September 18, 2020).
4.		Tax Receivable Agreement (Exchanges) (incorporated by reference to Exhibit 10.2 to the Issuer’s Form 8-K filed with the SEC on September 18, 2020).
5.		Exchange Agreement (incorporated by reference to Exhibit 10.4 to the Issuer’s Form 8-K filed with the SEC on September 18, 2020).
6.		Registration Rights Agreement (incorporated by reference to Exhibit 10.5 to the Issuer’s Form 8-K filed with the SEC on September 18, 2020).

ARG PRIVATE EQUITY, LLC		ARGONAUT HOLDINGS, L.L.C.
		By: ARG PRIVATE EQUITY, LLC
/s/ Frederic Dorwart		Its Manager
Frederic Dorwart
Manager		/s/ Frederic Dorwart
		Frederic Dorwart
SANFORD ENERGY, INC.		Manager
/s/ Frederic Dorwart		/s/ Frederic Dorwart, Attorney-in-fact
Frederic Dorwart		GEORGE B. KAISER
President
/s/ Robert A. Waldo
ROBERT A. WALDO