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Filing Details

Accession Number:: 0000769993-20-000328
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-08-18 15:02:35
Reporting Period:: 2020-08-17

Accepted Time:: 2020-08-18 15:02:35
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1517375	Sprout Social Inc.	SPT	()	NY

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
769993	Goldman Sachs & Co. Llc	200 West Street New York NY 10282	No	No	No	No
886982	Goldman Sachs Group Inc	200 West Street New York NY 10282	No	No	No	No
1575993	Broad Street Principal Investments, L.l.c.	200 West Street New York NY 10282	No	No	No	No
1663972	Mbd 2016, L.p.	200 West Street New York NY 10282	No	No	No	No
1663973	Mbd 2016 Offshore, L.p.	200 West Street New York NY 10282	No	No	No	No
1663978	Bridge Street 2016 Offshore, L.p.	200 West Street New York NY 10282	No	No	No	No
1663982	Bridge Street 2016, L.p.	200 West Street New York NY 10282	No	No	No	No
1664070	Stone Street 2016 Offshore, L.p.	200 West Street New York NY 10282	No	No	No	No
1664071	Stone Street 2016, L.p.	200 West Street New York NY 10282	No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Disposition	2020-08-17	1,500,000	$27.50	8,885,418	No	4	S	Indirect	See footnotes
Class A Common Stock	Disposition	2020-08-17	225,000	$27.50	8,660,418	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnotes
No	4	S	Indirect	See footnotes

Footnotes

This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), Bridge Street 2016 Offshore, L.P. ("Bridge Street 2016 Offshore"), Bridge Street 2016, L.P. ("Bridge Street 2016"), MBD 2016 Offshore, L.P. ("MBD 2016 Offshore"), MBD 2016, L.P. ("MBD 2016"), Stone Street 2016 Offshore, L.P. ("Stone Street 2016 Offshore"), and Stone Street 2016, L.P. ("Stone Street 2016") (together, the "Reporting Persons").
Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 8,660,418 shares of Class A Common Stock, par value $0.0001 value per share ("Common Stock"), of Sprout Social, Inc. (the "Issuer") by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 7,251,268 shares of Class A Common Stock held by BSPI, (ii) 207,345 shares of Class A Common Stock held by Bridge Street 2016 Offshore, (iii) 641,465 shares of Class A Common Stock held by Bridge Street 2016, (iv) 71,797 shares of Class A Common Stock held by MBD 2016 Offshore, (v) 158,481 shares of Class A Common Stock held by MBD 2016, (continued in footnote 3).
(vi) 100,161 shares of Class A Common Stock held by Stone Street 2016 Offshore, (vii) 223,292 shares of Class A Common Stock held by Stone Street 2016 (Bridge Street Offshore 2016, Bridge Street 2016, MBD 2016 Offshore, MBD 2016, Stone Street Offshore 2016 and Stone Street 2016, together, the "GS Funds") because Goldman Sachs is the investment manager of the GS Funds and affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner, managing general partner, managing partner, managing member or member of each of the GS Funds; and (viii) Goldman Sachs and GS Group may be deemed to beneficially own 189 shares of Common Stock out of which 74 shares are from exempt transactions.
Of the 8,660,418 shares of Class A Common Stock, GS Group may be deemed to hold 6,420 Restricted Stock Units ("RSUs") granted to Mr. Jason Kreuziger, Managing Director of Goldman Sachs. The RSUs will vest on the earlier of (i) the day immediately preceding the date of the first annual meeting of the Issuer's stockholders following the date of the grant and (ii) the first anniversary of the date of grant. Each RSU represents a contingent right to receive one share of Class A Common Stock of the Issuer and has no expiration date.
Represents shares sold by BSPI to certain underwriters in connection with a registered offering on Form S-1 (333-243718) and pursuant to the underwriting agreement, dated August 12, 2020, for such offering.
Represents shares sold by BSPI to certain underwriters in connection with a registered offering on Form S-1 (333-243718) and pursuant to the underwriting agreement, dated August 12, 2020, for such offering. The shares were sold to the underwriters upon the underwriters' exercise of their over-allotment option.
Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.