0001193125-26-176861.txt : 20260424 0001193125-26-176861.hdr.sgml : 20260424 20260424151641 ACCESSION NUMBER: 0001193125-26-176861 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20260424 DATE AS OF CHANGE: 20260424 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: StepStone Private Venture & Growth Fund CENTRAL INDEX KEY: 0001918642 ORGANIZATION NAME: EIN: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-94282 FILM NUMBER: 26893199 BUSINESS ADDRESS: STREET 1: 128 S TRYON STREET STREET 2: SUITE 1600 CITY: CHARLOTTE STATE: NC ZIP: 28202 BUSINESS PHONE: (704) 215-4300 MAIL ADDRESS: STREET 1: 128 S TRYON STREET STREET 2: SUITE 1600 CITY: CHARLOTTE STATE: NC ZIP: 28202 FORMER COMPANY: FORMER CONFORMED NAME: Conversus StepStone Private Venture & Growth Fund DATE OF NAME CHANGE: 20220321 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: StepStone Private Venture & Growth Fund CENTRAL INDEX KEY: 0001918642 ORGANIZATION NAME: EIN: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 128 S TRYON STREET STREET 2: SUITE 1600 CITY: CHARLOTTE STATE: NC ZIP: 28202 BUSINESS PHONE: (704) 215-4300 MAIL ADDRESS: STREET 1: 128 S TRYON STREET STREET 2: SUITE 1600 CITY: CHARLOTTE STATE: NC ZIP: 28202 FORMER COMPANY: FORMER CONFORMED NAME: Conversus StepStone Private Venture & Growth Fund DATE OF NAME CHANGE: 20220321 SC TO-I/A 1 spring_sc_to-ia_4.24.202.htm SC TO-I/A SC TO-I/A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE TO

 

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Final Amendment)

 

 

StepStone Private Venture and Growth Fund

(Name of Subject Company (Issuer))

 

StepStone Private Venture and Growth Fund

(Name of Filing Person(s))

 

Shares of Beneficial Interest

(Title of Class of Securities)

 

N/A

(CUSIP Number of Class of Securities)

 

Dean Caruvana

StepStone Group Private Wealth LLC

128 S. Tryon Street, Ste. 1600

Charlotte, NC 28202

(704) 215-4300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Filing Person(s))

 

With a copy to:

 

Ryan P. Brizek, Esq.

Bissie K. Bonner, Esq.

Simpson Thacher & Bartlett LLP

Simpson Thacher & Bartlett LLP

900 G Street, N.W.

425 Lexington Avenue

Washington, DC 20001

New York, NY 10017

 

April 24, 2026

(Date Tender Offer First Published, Sent or Given to Security Holders)

 

 

☐

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

 

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

 

☐

third-party tender offer subject to Rule 14d-1.

 

 

☒

issuer tender offer subject to Rule 13e-4.

 

 

☐

going-private transaction subject to Rule 13e-3.

 

 

☐

amendment to Schedule 13D under Rule 13d-2.

 

 

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒

 

This final amendment relates to the Issuer Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on January 22, 2026 (the “Statement”) by StepStone Private Venture and Growth Fund (the “Fund”), pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with an offer by the Fund (the “Offer”) to purchase up to 2.5% of its outstanding shares of beneficial interest (“Shares”) on the terms and subject to the conditions set forth in the Offer to Purchase and the related Letter of Transmittal. Copies of the Offer to Purchase and Letter of Transmittal were previously filed as Exhibits (a)(1)(ii) and (a)(1)(iii) to the Statement.

This is the final amendment to the Statement and is being filed to correct the net asset value of Class I Shares and Class D Shares tendered pursuant to the Offer as reported in the previous amendment to the Statement. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Offer to Purchase.

The following information is furnished pursuant to Rule 13e-4(c)(4) under the Exchange Act:

1. Holders of Shares in the Fund (“Shareholders”) that desired to tender Shares or a portion thereof, for purchase were required to submit their tenders by 11:59 p.m., Eastern Time, on February 24, 2026.

2. Valuation Date of the Shares tendered pursuant to the Offer was March 31, 2026.

3. The net asset value of the Shares tendered pursuant to the Offer were calculated as of March 31, 2026 in the amount of $25,667,897.55 for Class I Shares, $72,254.60 for Class D Shares, and $6,236,701.57 for Class S Shares.

4. The payment of the purchase price of the Shares or portions of Shares tendered was made to each of the Shareholders whose tenders were accepted for purchase by the Fund in accordance with the terms of the Offer. The Fund paid the Shareholders 100% of the Shareholder’s unaudited net asset value of the Shares tendered. The payments were remitted to the account designated by each Shareholder in their Letter of Transmittal on April 15, 2026.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

STEPSTONE PRIVATE VENTURE AND GROWTH FUND

 

 

By:

/s/ Dean Caruvana

Name:

Dean Caruvana

Title:

Secretary and Chief Compliance Officer

 

April 24, 2026