Sprout Social, Inc. — Director's Dealing 2021

Dec 22, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Sprout Social, Inc. (SPT)
CIK: 0001517375
Period of Report: 2021-12-20

Reporting Person: Rankin Aaron Edward Frederick (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-20	Class A Common Stock	C	32000.00	$0.00	Acquired	32000.00	Indirect
2021-12-20	Class A Common Stock	S	400.00	$83.978	Disposed	31600.00	Indirect
2021-12-20	Class A Common Stock	S	599.00	$85.017	Disposed	31001.00	Indirect
2021-12-20	Class A Common Stock	S	1909.00	$86.195	Disposed	29092.00	Indirect
2021-12-20	Class A Common Stock	S	2236.00	$87.124	Disposed	26856.00	Indirect
2021-12-20	Class A Common Stock	S	3256.00	$88.001	Disposed	23600.00	Indirect
2021-12-20	Class A Common Stock	S	100.00	$89.23	Disposed	23500.00	Indirect
2021-12-20	Class A Common Stock	S	1700.00	$84.311	Disposed	21800.00	Indirect
2021-12-20	Class A Common Stock	S	1700.00	$85.38	Disposed	20100.00	Indirect
2021-12-20	Class A Common Stock	S	6300.00	$86.438	Disposed	13800.00	Indirect
2021-12-20	Class A Common Stock	S	7169.00	$87.521	Disposed	6631.00	Indirect
2021-12-20	Class A Common Stock	S	6231.00	$88.143	Disposed	400.00	Indirect
2021-12-20	Class A Common Stock	S	400.00	$89.315	Disposed	0.00	Indirect
2021-12-21	Class A Common Stock	C	20000.00	$0.00	Acquired	20000.00	Indirect
2021-12-21	Class A Common Stock	S	5400.00	$90.00	Disposed	14600.00	Indirect
2021-12-21	Class A Common Stock	S	4928.00	$90.382	Disposed	9672.00	Indirect
2021-12-21	Class A Common Stock	S	4100.00	$91.58	Disposed	5572.00	Indirect
2021-12-21	Class A Common Stock	S	4434.00	$92.506	Disposed	1138.00	Indirect
2021-12-21	Class A Common Stock	S	1138.00	$93.503	Disposed	0.00	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-20	Class B Common Stock	$	C	32000.00	Disposed		Class A Common Stock (32000.00)	Indirect
2021-12-21	Class B Common Stock	$	C	20000.00	Disposed		Class A Common Stock (20000.00)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	27660.00	Direct

Footnotes

F1: Following the transactions reported herein, this represents (i) 879,738 shares of Class B common stock held by the Aaron Edward Frederick Rankin Revocable Trust, of which Mr. Rankin serves as the sole trustee; (ii) 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) 1,077,001 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.

F10: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.94 to $87.93 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.

F11: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.94 to $88.65 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.

F12: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.23 to $89.57 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.

F13: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.00 to $90.92 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.

F14: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.00 to $91.99 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.

F15: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.07 to $92.98 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.

F16: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.11 to $93.73 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.

F17: This total reported in column 5 includes: (1) 12,396 reported Restricted Stock Units ("RSUs") which vest in 9 equal quarterly installments beginning on March 1, 2022; and (2) 9,845 reported RSUs of which 25% vest on March 1, 2022 with the remaining RSUs vesting in 12 equal quarterly installments beginning on June 1, 2022. Each RSU represents the contingent right to receive one share of Class A Common Stock of the Issuer and does not expire.

F18: 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.

F2: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.57 to $84.39 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.

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.62 to $85.61 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.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.64 to $86.59 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.

F5: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.64 to $87.60 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.

F6: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.67 to $88.61 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.

F7: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.88 to $84.77 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.

F8: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.91 to $85.88 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.

F9: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.93 to $86.86 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.