0001394221-20-000005.txt : 20200921 0001394221-20-000005.hdr.sgml : 20200921 20200921200441 ACCESSION NUMBER: 0001394221-20-000005 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20200918 FILED AS OF DATE: 20200921 DATE AS OF CHANGE: 20200921 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Argonaut Private Equity, L.L.C. CENTRAL INDEX KEY: 0001585937 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39510 FILM NUMBER: 201187589 BUSINESS ADDRESS: STREET 1: 7030 S. YALE AVE. STREET 2: SUITE 810 CITY: TULSA STATE: OK ZIP: 74136 BUSINESS PHONE: 918-494-0000 MAIL ADDRESS: STREET 1: 7030 S. YALE AVE. STREET 2: SUITE 810 CITY: TULSA STATE: OK ZIP: 74136 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Argonaut Holdings, L.L.C. CENTRAL INDEX KEY: 0001394221 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39510 FILM NUMBER: 201187590 BUSINESS ADDRESS: STREET 1: 6733 S. YALE AVE. CITY: TULSA STATE: OK ZIP: 74136 BUSINESS PHONE: (918) 494-0000 MAIL ADDRESS: STREET 1: 6733 S. YALE AVE. CITY: TULSA STATE: OK ZIP: 74136 FORMER NAME: FORMER CONFORMED NAME: Argonaut Holdings LLC DATE OF NAME CHANGE: 20070323 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sanford Energy, Inc. CENTRAL INDEX KEY: 0001821971 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39510 FILM NUMBER: 201187591 BUSINESS ADDRESS: STREET 1: 6733 S. YALE AVE. CITY: TULSA STATE: OK ZIP: 74136 BUSINESS PHONE: 918-494-0000 MAIL ADDRESS: STREET 1: 6733 S. YALE AVE. CITY: TULSA STATE: OK ZIP: 74136 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAISER GEORGE B CENTRAL INDEX KEY: 0001163432 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39510 FILM NUMBER: 201187592 MAIL ADDRESS: STREET 1: C/O FREDERIC DORWART, LAWYERS STREET 2: 124 EAST FOURTH STREET CITY: TULSA STATE: OK ZIP: 74103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mitchell Steven R CENTRAL INDEX KEY: 0001610279 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39510 FILM NUMBER: 201187593 MAIL ADDRESS: STREET 1: C/O ASPEN AEROGELS, INC. STREET 2: 30 FORBES ROAD, BUILDING B CITY: NORTHBOROUGH STATE: MA ZIP: 01532 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Waldo Robert CENTRAL INDEX KEY: 0001728668 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39510 FILM NUMBER: 201187594 MAIL ADDRESS: STREET 1: 6733 S. YALE AVE. CITY: TULSA, STATE: OK ZIP: 74136 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: StepStone Group Inc. CENTRAL INDEX KEY: 0001796022 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 1-212-351-6100 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 3 1 primary_doc.xml PRIMARY DOCUMENT X0206 3 2020-09-18 0 0001796022 StepStone Group Inc. STEP 0001585937 Argonaut Private Equity, L.L.C. 6733 S. YALE AVE. TULSA OK 74136 0 0 1 0 0001394221 Argonaut Holdings, L.L.C. 6733 S. YALE AVE. TULSA OK 74136 0 0 1 0 0001821971 Sanford Energy, Inc. 6733 S. YALE AVE. TULSA OK 74136 0 0 1 0 0001163432 KAISER GEORGE B C/O FREDERIC DORWART, LAWYERS 124 EAST FOURTH STREET TULSA OK 74103 0 0 1 0 0001610279 Mitchell Steven R C/O STEPSTONE GROUP INC. 450 LEXINGTON AVENUE, 31ST FLOOR NEW YORK NY 10017 1 0 1 0 0001728668 Waldo Robert C/O STEPSTONE GROUP INC. 450 LEXINGTON AVENUE, 31ST FLOOR NEW YORK NY 10017 1 0 1 0 Class B Common Stock 10263186 D Class B Common Stock 3830328 D Class B Units Class A Common Stock 10263186 D Class B Units Class A Common Stock 3830328 D In the reorganization (the "Reorganization") of StepStone Group LP (the "Partnership") in connection with the closing of the initial public offering ("IPO"), shares of Class B Common Stock of the Issuer, par value $0.001 per share, were issued without additional consideration in exchange for voting 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. These securities are held of record by Argonaut Holdings, LLC. Argonaut Holdings, LLC is managed by Argonaut Private Equity, L.L.C. Steven R. Mitchell has a derivative interest in Argonaut Private Equity, L.L.C. Robert A. Waldo is a manager and Vice President of Argonaut Private Equity, L.L.C. and has a derivative interest therein. George B. Kaiser is the sole member of Argonaut Private Equity, L.L.C. Each of Steven R. Mitchell, Robert A. Waldo and George B. Kaiser disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. These securities are held of record by Sanford Energy Inc. Argonaut Private Equity, L.L.C. holds a minority interest in Sanford Energy Inc. and Robert A. Waldo serves as an advisor to Sanford Energy Inc. Each of Steven R. Mitchell, Robert A. Waldo and George B. Kaiser disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of his pecuniary interest therein, if any. In the Reorganization, Class A Units in the Partnership held prior to the IPO were converted into Class B Units. 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. Argonaut Private Equity, L.L.C.; By /s/ Frederic Dorwart, Manager 2020-09-18 Argonaut Holdings, LLC.; By Argonaut Private Equity, L.L.C., Manager; By /s/ Frederic Dorwart, Manager 2020-09-18 Sanford Energy Inc.; By /s/ Frederic Dorwart, President 2020-09-18 /s/ Frederic Dorwart, Attorney-in-fact for George B. Kaiser 2020-09-18 /s/ Jennifer Ishiguro, Attorney-in-fact for Steven R. Mitchell 2020-09-18 /s/ Jennifer Ishiguro, Attorney-in-fact for Robert A. Waldo 2020-09-18 EX-24 2 mitchell-poa.txt POWER OF ATTORNEY FOR STEVEN R. MITCHELL POWER OF ATTORNEY Know all by these presents that the undersigned hereby constitutes and appoints each of Jennifer Ishiguro, John McGuinness, Jason Ment, David Park and Johnny Randel, and any of their substitutes, signing singly, as the undersigned's true and lawful attorney-in-fact to: 1. prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other document necessary or appropriate to obtain codes, passwords, and passphrases enabling the undersigned to make electronic filings with the SEC of reports require by the Securities Exchange Act of 1934 or any rule or regulation of the SEC; 2. execute for and on behalf of the undersigned, in the undersigned's capacity as a director and/or officer of StepStone Group Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; 3. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any securities exchange or similar authority; and 4. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in- fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned also ratifies hereby any action previously taken by each attorney-in-fact that would have been authorized by this power of attorney if it has been in effect at the time such action was taken. The undersigned acknowledges that each attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended. This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company or its subsidiaries. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of August 8, 2020. /s/ Steven R. Mitchell EX-24 3 waldo-poa.txt POWER OF ATTORNEY FOR ROBERT A. WALDO POWER OF ATTORNEY Know all by these presents that the undersigned hereby constitutes and appoints each of Jennifer Ishiguro, John McGuinness, Jason Ment, David Park and Johnny Randel, and any of their substitutes, signing singly, as the undersigned's true and lawful attorney-in-fact to: 1. prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other document necessary or appropriate to obtain codes, passwords, and passphrases enabling the undersigned to make electronic filings with the SEC of reports require by the Securities Exchange Act of 1934 or any rule or regulation of the SEC; 2. execute for and on behalf of the undersigned, in the undersigned's capacity as a director and/or officer of StepStone Group Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; 3. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any securities exchange or similar authority; and 4. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in- fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned also ratifies hereby any action previously taken by each attorney-in-fact that would have been authorized by this power of attorney if it has been in effect at the time such action was taken. The undersigned acknowledges that each attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended. This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company or its subsidiaries. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of August 1, 2020. /s/ Robert A. Waldo