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Filing Details

Accession Number:: 0001517375-23-000131
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-12-05 16:03:49
Reporting Period:: 2023-12-04

Accepted Time:: 2023-12-05 16:03:49
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1517375	Sprout Social Inc.	SPT	Services-Prepackaged Software (7372)	272404165

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1791946	Frederick Edward Aaron Rankin	131 South Dearborn St. Suite 700 Chicago IL 60603	Chief Technology Officer	Yes	Yes	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	Disposition	2023-12-04	1,368	$58.53	40,888	No	4	S	Direct
Class A Common Stock	Acquisiton	2023-12-04	44,000	$0.00	46,414	No	4	C	Indirect	See footnote
Class A Common Stock	Disposition	2023-12-04	12,402	$58.18	34,012	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2023-12-04	8,251	$58.84	25,761	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2023-12-04	1,347	$59.78	24,414	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2023-12-04	13,776	$58.22	10,638	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2023-12-04	7,003	$58.92	3,635	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2023-12-04	1,221	$59.81	2,414	No	4	S	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct
No	4	C	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock	Disposition	2023-12-04	44,000	$0.00	44,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2,725,705			No	4	C	Indirect

Footnotes

Shares sold pursuant to an irrevocable election made on November 21, 2022, in conformity with the requirements of Rule 10b5-1 for the purpose of covering tax obligations upon settlement of restricted stock units ("RSUs").
After giving effect to the transaction reported herein, the total reported in column 5 includes: (1) 1,377 reported RSUs which vest in 1 quarterly installment beginning on March 1, 2024; (2) 3,077 reported RSUs which vest in 5 equal quarterly installments beginning on March 1, 2024; (3) 9,231 reported RSUs which vest in 9 equal quarterly installments beginning on March 1, 2024; and (4) 16,253 reported RSUs of which 25% will vest on March 1, 2024 with the remaining RSUs vesting in 12 equal quarterly installments beginning on June 1, 2024. Each RSU represents the contingent right to receive one share of Class A Common Stock of the Issuer and does not expire.
This transaction occurred under 10b5-1 plans adopted by the Reporting Person on August 25, 2023.
After giving effect to the transactions reported herein, this represents: (i) 2,414 shares of Class A Common stock held by the Aaron Edward Frederick Rankin Revocable Trust, (ii) 683,812 shares of Class B common stock held by the Aaron Edward Frederick Rankin Revocable Trust, of which Mr. Rankin serves as the sole trustee; (iii) 1,250,962 shares of Class B common stock held by the Rankin Family 2013 Trust, of which Yeming Shi Rankin, Mr. Rankin's spouse, serves as the sole trustee; and (iii) 790,931 shares of Class B common stock held by the Rankin Family 2013 Non-Exempt Trust, of which Yeming Shi Rankin serves as the sole trustee. Yeming Shi Rankin may be deemed to have sole voting and dispositive power with respect to the Class B common stock held by, each of the Rankin Family 2013 Trust and the Rankin Family 2013 Non-Exempt Trust.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.55 to $58.54 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.55 to $59.54 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.55 to $60.07 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.57 to $58.56 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.57 to $59.56 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.58 to $60.07 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Shares of Class B Common Stock have no economic rights and each share entitles its holder to 10 votes per share. Each share of Class B Common Stock is exchangeable by the holder on a one-for-one basis for Class A Common Stock at any time and does not expire.