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Filing Details

Accession Number:: 0000899243-20-030890
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-11-12 21:32:51
Reporting Period:: 2019-12-13

Accepted Time:: 2020-11-12 21:32:51
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	Yes	No
886982	Goldman Sachs Group Inc	200 West Street New York NY 10282	No	No	Yes	No
1575993	Broad Street Principal Investments, L.l.c.	200 West Street New York NY 10282-	No	No	Yes	No
1663972	Mbd 2016, L.p.	200 West Street New York NY 10282	No	No	Yes	No
1663973	Mbd 2016 Offshore, L.p.	200 West Street New York NY 10282	No	No	Yes	No
1663978	Bridge Street 2016 Offshore, L.p.	200 West Street New York NY 10282	No	No	Yes	No
1663982	Bridge Street 2016, L.p.	200 West Street New York NY 10282	No	No	Yes	No
1664070	Stone Street 2016 Offshore, L.p.	200 West Street New York NY 10282	No	No	Yes	No
1664071	Stone Street 2016, L.p.	200 West Street New York NY 10282	No	No	Yes	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	Acquisiton	2019-12-13	15,000	$18.05	10,393,809	No	4	P	Indirect	See Footnotes
Class A Common Stock	Acquisiton	2019-12-13	300	$18.05	10,394,109	No	4	P	Indirect	See Footnotes
Class A Common Stock	Acquisiton	2019-12-13	500	$18.01	10,394,609	No	4	P	Indirect	See Footnotes
Class A Common Stock	Acquisiton	2019-12-13	25,000	$16.64	10,419,609	No	4	P	Indirect	See Footnotes
Class A Common Stock	Disposition	2019-12-13	40,800	$17.19	10,378,809	No	4	S	Indirect	See Footnotes
Class A Common Stock	Acquisiton	2020-07-09	300	$28.90	10,379,156	No	4	P	Indirect	See Footnotes
Class A Common Stock	Disposition	2020-07-09	300	$28.90	10,378,856	No	4	S	Indirect	See Footnotes
Class A Common Stock	Acquisiton	2020-07-09	300	$28.90	10,379,156	No	4	P	Indirect	See Footnotes
Class A Common Stock	Disposition	2020-07-09	300	$28.90	10,378,856	No	4	S	Indirect	See Footnotes
Class A Common Stock	Acquisiton	2020-07-10	50,000	$28.04	10,428,908	No	4	P	Indirect	See Footnotes
Class A Common Stock	Disposition	2020-07-10	50,000	$28.04	10,378,908	No	4	S	Indirect	See Footnotes
Class A Common Stock	Disposition	2020-07-14	100	$25.41	10,378,781	No	4	S	Indirect	See Footnotes
Class A Common Stock	Disposition	2020-07-14	100	$25.39	10,378,681	No	4	S	Indirect	See Footnotes
Class A Common Stock	Disposition	2020-07-14	100	$25.40	10,378,581	No	4	S	Indirect	See Footnotes
Class A Common Stock	Acquisiton	2020-07-14	300	$25.40	10,378,881	No	4	P	Indirect	See Footnotes
Class A Common Stock	Disposition	2020-11-12	1,401,879	$50.09	7,351,746	No	4	J	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	J	Indirect	See Footnotes

Footnotes

Without conceding riskless principal trades in connection with client trade facilitation in the ordinary course of business can result in liability under Section 16(b), the amount of profit potentially recoverable by Sprout Social, Inc. (the "Issuer") from the reported transactions has been remitted to the Issuer.
These transactions in the Issuer's Class A common stock (the "Common Stock") have not previously been reported on Form 4 and were effected by Goldman Sachs & Co. LLC ("Goldman Sachs") acting as agent on behalf of certain international affiliates that had entered into riskless principal trades in connection with client trade facilitation in the ordinary course of their business.
This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), 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"), Stone Street 2016, L.P. ("Stone Street 2016"), MBD Advisors, L.L.C. ("MBD Advisors"), and Bridge Street Opportunity Advisors, L.L.C. ("Bridge Street Opportunity Advisors")(together, the "Reporting Persons").
After giving effect to the distribution-in-kind on November 12, 2020: Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 7,351,746 shares of the Common Stock by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 7,251,268 shares of Common Stock held by BSPI, (ii) 38,855 shares of Common Stock held by GS Fund Holdings, L.L.C., (iii) 72 shares of Common Stock held by MBD Advisors, (iv) 144 shares of Common Stock held by Bridge Street Advisors (v) 33 shares of Common Stock held by Bridge Street 2016 Offshore, (vi) 139 shares of Common Stock held by Bridge Street 2016, (continued in footnote 5).
(vii) 32 shares of Common Stock held by MBD 2016 Offshore, (viii) 58 shares of Common Stock held by MBD 2016, (ix) 93 shares of Common Stock held by Stone Street 2016 Offshore, (x) 307 shares of Common Stock held by Stone Street 2016 (Bridge Street Offshore 2016, Bridge Street 2016, MBD 2016 Offshore, MBD 2016, Stone Street Offshore 2016, 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 (xi) Goldman Sachs may be deemed to beneficially own 60,745 shares of Common Stock.
Of the 7,351,746 shares of 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 Common Stock of the Issuer and has no expiration date. In the November 12, 2020 distribution-in-kind, Mr. Kreuziger received 734 shares of Common Stock in his personal capacity as a limited partner of the GS Funds.
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. Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.
This transaction reflects the distribution of Common Stock pursuant to a pro rata distribution-in-kind by the GS Funds.