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Filing Details

Accession Number:: 0001517375-24-000106
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-08-08 18:29:56
Reporting Period:: 2024-08-06

Accepted Time:: 2024-08-08 18:29:56
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
1791816	Russell Justyn Howard	131 South Dearborn St. Suite 700 Chicago IL 60603	Chairman And Ceo	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	Acquisiton	2024-08-06	20,000	$0.00	20,000	No	4	C	Indirect	See footnote
Class A Common Stock	Disposition	2024-08-06	14,928	$30.56	5,072	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2024-08-06	5,072	$31.03	0	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2024-08-07	87,417	$0.00	310,812	No	4	G	Direct
Class A Common Stock	Acquisiton	2024-08-07	87,417	$0.00	87,417	No	4	G	Indirect	See footnote
Class A Common Stock	Disposition	2024-08-07	66,899	$30.44	20,518	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2024-08-07	13,101	$31.28	7,417	No	4	S	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	G	Direct
No	4	G	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	2024-08-06	20,000	$0.00	20,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2,101,471			No	4	C	Indirect

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Class B Common Stock	$0.00			518,874	518,874	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	518,874	518,874	Direct

Footnotes

This transaction occurred under a 10b5-1 plan adopted by the Reporting Person on August 10, 2023.
After giving effect to the transactions reported herein, this represents (i) 7,417 shares of Class A common stock and 1,346,471 shares of Class B common stock held by the JRH Revocable Trust, of which the Reporting Person serves as the sole trustee; (ii) 170,000 shares of Class B common stock held by the EEH Revocable Trust, of which the Reporting Person's spouse serves as the sole trustee; (iii) 285,000 shares of Class B common stock held by the JRH Gift Trust, of which the Reporting Person's spouse serves as the sole trustee; and (iv) 300,000 shares of Class B common stock held by the EEH Gift Trust, of which the Reporting Person serves as the sole trustee.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.89 to $30.88 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 $30.89 to $31.20 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.
On August 7, 2024, the Reporting Person made a bona fide gift of 87,417 shares of Class A Common Stock to the JRH Revocable Trust, of which the Reporting Person serves as the sole trustee.
The total reported in column 5 includes: (1) 11,076 reported restricted stock units ("RSUs") which vest in 3 equal quarterly installments beginning on September 1, 2024; (2) 43,078 reported RSUs which vest in 7 equal quarterly installments beginning on September 1, 2024; (3) 78,215 reported RSUs of which vest in 11 equal quarterly installments beginning on September 1, 2024; and (4) 118,724 reported RSUs of which 25% will vest on March 1, 2025 with the remaining RSUs vesting in 12 equal quarterly installments beginning on June 1, 2025. Each RSU represents the contingent right to receive one share of Class A Common Stock of the Issuer and does not expire.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.03 to $31.02 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 $31.03 to $31.60 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.