Filing Details
- Accession Number:
- 0001072613-20-000088
- Form Type:
- 13G Filing
- Publication Date:
- 2020-02-13 10:48:23
- Filed By:
- New Enterprise Associates 13 Lp
- Company:
- Sprout Social Inc. (NASDAQ:SPT)
- Filing Date:
- 2020-02-13
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| New Enterprise Associates 13 | 0 | 9,024,700 | 0 | 9,024,700 | 9,024,700 | 18.8% |
| NEA Partners 13 | 0 | 9,024,700 | 0 | 9,024,700 | 9,024,700 | 18.8% |
| NEA | 0 | 9,024,700 | 0 | 9,024,700 | 9,024,700 | 18.8% |
| Forest Baskett | 0 | 9,024,700 | 0 | 9,024,700 | 9,024,700 | 18.8% |
| Patrick J. Kerins | 0 | 9,024,700 | 0 | 9,024,700 | 9,024,700 | 18.8% |
| Scott D. Sandell | 0 | 9,024,700 | 0 | 9,024,700 | 9,024,700 | 18.8% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
| Sprout Social, Inc. |
| (Name of Issuer) |
| |
| Class A Common Stock, $0.0001 par value per share |
| (Title of Class of Securities) |
| |
| 85209W109 |
| (CUSIP Number) |
| |
| December 31, 2019 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures
provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 85209W109 | 13G | Page 2 of 14 |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| New Enterprise Associates 13, L.P. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Cayman Islands exempted limited partnership | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 shares | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 9,024,700 shares | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 shares | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 9,024,700 shares | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 9,024,700 shares | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 18.8% | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| PN | | | |||
| | | ||||
| CUSIP No. 85209W109 | 13G | Page 3 of 14 |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| NEA Partners 13, L.P. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Cayman Islands exempted limited partnership | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 shares | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 9,024,700 shares | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 shares | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 9,024,700 shares | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 9,024,700 shares | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 18.8% | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| PN | | | |||
| | | ||||
| CUSIP No. 85209W109 | 13G | Page 4 of 14 |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| NEA 13 GP, LTD | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Cayman Islands exempted company | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 shares | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 9,024,700 shares | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 shares | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 9,024,700 shares | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 9,024,700 shares | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 18.8% | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| CO | | | |||
| | | ||||
| CUSIP No. 85209W109 | 13G | Page 5 of 14 |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| Forest Baskett | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| United States | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 shares | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 9,024,700 shares | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 shares | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 9,024,700 shares | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 9,024,700 shares | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 18.8% | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IN | | | |||
| | | ||||
| CUSIP No. 85209W109 | 13G | Page 6 of 14 |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| Patrick J. Kerins | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| United States | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 shares | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 9,024,700 shares | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 shares | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 9,024,700 shares | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 9,024,700 shares | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 18.8% | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IN | | | |||
| | | ||||
| CUSIP No. 85209W109 | 13G | Page 7 of 14 |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| Scott D. Sandell | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| United States | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 shares | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 9,024,700 shares | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 shares | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 9,024,700 shares | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 9,024,700 shares | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 18.8% | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IN | | | |||
| | | ||||
| CUSIP No. 85209W109 | 13G | Page 8 of 14 |
| Item 1(a). | Name of Issuer: |
Sprout Social, Inc. (the “Issuer”).
| Item 1(b). | Address of Issuer's Principal Executive Offices: |
South Dearborn St., Suite 700 Chicago, IL 60603
| Item 2(a). | Names of Persons Filing: |
This statement is being filed by New Enterprise Associates 13, L.P. (“NEA 13”); NEA Partners 13, L.P. (“NEA Partners 13”), which is
the sole general partner of NEA 13; NEA 13 GP, LTD (“NEA 13 GP”), which is the sole general partner of NEA Partners 13; and Forest Baskett (“Baskett”), Patrick J. Kerins (“Kerins”) and Scott D. Sandell (“Sandell”) (collectively, the
“Directors”). The Directors are the individual directors of NEA 13 GP. NEA 13, NEA Partners 13, NEA 13 GP and the Directors are sometimes referred to collectively herein as the “Reporting Persons”.
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
The address of the principal business office of NEA 13, NEA Partners 13 and NEA 13 GP is New Enterprise Associates, 1954 Greenspring
Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Baskett and Sandell is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Kerins
is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815.
| Item 2(c). | Citizenship: |
Each of NEA 13 and NEA Partners 13 is a Cayman Islands exempted limited partnership. NEA 13 GP is a Cayman Islands exempted
company. Each of the Directors is a United States citizen.
| Item 2(d). | Title of Class of Securities: |
Class A common stock, $0.0001 par value (“Class A Common Stock”).
| Item 2(e). | CUSIP Number: |
85209W109
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| CUSIP No. 85209W109 | 13G | Page 9 of 14 |
| Item 4. | Ownership. |
| (a) | Amount Beneficially Owned: NEA 13 is the record owner of 9,024,700 shares of Class A Common Stock as of December 31, 2019
(the “Shares”). As described in the Issuer’s prospectus filed under Rule 424(b)(4), filed with the Securities and Exchange Commission (“SEC”) on December 13, 2019 (the “Prospectus”), holders of Class B Common Stock are entitled to ten
votes per share while holders of the Class A Common Stock are entitled to one vote per share. In addition, holders of Class B Common Stock and holders of Class A Common Stock generally vote together in a single class. As further
described in the Prospectus, each share of Class B Common Stock is convertible by the holder at any time into one share of Common Stock and such share will convert automatically into Common Stock upon the occurrence of certain other
events. As the sole general partner of NEA 13, NEA Partners 13 may be deemed to own beneficially the Shares. As the sole general partner of NEA Partners 13, NEA 13 GP likewise may be deemed to own beneficially the Shares. As the
individual Directors of NEA 13 GP, each of the Directors also may be deemed to own beneficially the Shares. |
| (b) | Percent of Class: See Line 11 of cover sheets. The percentages set forth on the cover sheet for each Reporting Person
are calculated based on 47,884,399 shares which includes (i) 38,080,466 shares of Class A common stock and (ii) the 9,803,933 shares of Class B common Stock as described in the Issuer’s prospectus filed under Rule 424(b)(4), filed
with the Securities and Exchange Commission on December 13, 2019. |
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: See Line 5 of cover sheets. |
| (ii) | shared power to vote or to direct the vote: See Line 6 of cover sheets. |
| (iii) | sole power to dispose or to direct the disposition of: See Line 7 of cover sheets. |
| (iv) | shared power to dispose or to direct the disposition of: See Line 8 of cover sheets. |
Each Reporting Person disclaims beneficial ownership of such Securities except for the shares, if any, such Reporting Person holds of record.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
Not applicable.
| CUSIP No. 85209W109 | 13G | Page 10 of 14 |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable. The Reporting Persons expressly disclaim membership in a "group" as used in Rule 13d-5(b).
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
Not applicable. This Schedule 13G is not filed pursuant to Rule 13d‑1(b) or Rule 13d–1(c).
Material to be Filed as Exhibits.
Exhibit 1 – Agreement regarding filing of joint Schedule 13G.
Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
| CUSIP No. 85209W109 | 13G | Page 11 of 14 |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Date: | February 13, 2020 |
NEW ENTERPRISE ASSOCIATES 13, L.P.
| By: | NEA PARTNERS 13, L.P. |
General Partner
| By: | NEA 13 GP, LTD |
General Partner
| By: | * |
| | Scott D. Sandell |
| | Director |
NEA PARTNERS 13, L.P.
| By: | NEA 13 GP, LTD |
General Partner
| By: | * |
| | Scott D. Sandell |
| | Director |
NEA 13 GP, LTD
| By: | * |
| Scott D. Sandell |
| | Director |
| * | |
Forest Baskett
| * | |
Patrick J. Kerins
| * | |
Scott D. Sandell
*By: /s/ Sasha O. Keough
Sasha O. Keough
As attorney-in-fact
This Schedule 13G was executed by Sasha O. Keough on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.
| CUSIP No. 85209W109 | 13G | Page 12 of 14 |
EXHIBIT 1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing
the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of stock of Sprout Social, Inc.
EXECUTED this 13th day of February, 2020.
NEW ENTERPRISE ASSOCIATES 13, L.P.
| By: | NEA PARTNERS 13, L.P. |
General Partner
| By: | NEA 13 GP, LTD |
General Partner
| By: | * |
| | Scott D. Sandell |
| | Director |
NEA PARTNERS 13, L.P.
| By: | NEA 13 GP, LTD |
General Partner
| By: | * |
| | Scott D. Sandell |
| | Director |
NEA 13 GP, LTD
| By: | * |
| Scott D. Sandell |
| | Director |
| * | |
Forest Baskett
| * | |
Patrick J. Kerins
| * | |
Scott D. Sandell
*By: /s/ Sasha O. Keough
Sasha O. Keough
As attorney-in-fact
This Agreement was executed by Sasha O. Keough on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.
| CUSIP No. 85209W109 | 13G | Page 13 of 14 |
EXHIBIT 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie Brecher, and each of them, with full power to
act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself
as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other
entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or
appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 13th day of March, 2017.
/s/ M. James Barrett
M. James Barrett
/s/ Peter J. Barris
Peter J. Barris
/s/ Forest Baskett
Forest Baskett
/s/ Ali Behbahani
Ali Behbahani
/s/ Colin Bryant
Colin Bryant
/s/ Carmen Chang
Carmen Chang
/s/ Anthony A. Florence, Jr.
Anthony A. Florence, Jr.
/s/ Carol G. Gallagher
Carol G. Gallagher
/s/ Dayna Grayson
Dayna Grayson
/s/ Patrick J. Kerins
Patrick J. Kerins
| CUSIP No. 85209W109 | 13G | Page 14 of 14 |
/s/ P. Justin Klein
P. Justin Klein
/s/ Vanessa Larco
Vanessa Larco
/s/ Joshua Makower
Joshua Makower
/s/ Mohamad H. Makhzoumi
Mohamad H. Makhzoumi
/s/ Edward T. Mathers
Edward T. Mathers
/s/ David M. Mott
David M. Mott
/s/ Sara M. Nayeem
Sara M. Nayeem
/s/ Jason R. Nunn
Jason R. Nunn
/s/ Gregory Papadopoulos
Gregory Papadopoulos
/s/ Chetan Puttagunta
Chetan Puttagunta
/s/ Jon Sakoda
Jon Sakoda
/s/ Scott D. Sandell
Scott D. Sandell
/s/ A. Brooke Seawell
A. Brooke Seawell
/s/ Peter W. Sonsini
Peter W. Sonsini
/s/ Melissa Taunton
Melissa Taunton
/s/ Frank M. Torti
Frank M. Torti
/s/ Ravi Viswanathan
Ravi Viswanathan
/s/ Paul E. Walker
Paul E. Walker
/s/ Rick Yang
Rick Yang