Sprout Social, Inc. — Director's Dealing 2021

Nov 23, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Sprout Social, Inc. (SPT)
CIK: 0001517375
Period of Report: 2021-11-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-22	Class A Common Stock	C	32000.00	$0.00	Acquired	32000.00	Indirect
2021-11-22	Class A Common Stock	S	1785.00	$109.583	Disposed	30215.00	Indirect
2021-11-22	Class A Common Stock	S	400.00	$111.243	Disposed	29815.00	Indirect
2021-11-22	Class A Common Stock	S	2203.00	$113.387	Disposed	27612.00	Indirect
2021-11-22	Class A Common Stock	S	400.00	$114.345	Disposed	27212.00	Indirect
2021-11-22	Class A Common Stock	S	800.00	$115.408	Disposed	26412.00	Indirect
2021-11-22	Class A Common Stock	S	400.00	$116.235	Disposed	26012.00	Indirect
2021-11-22	Class A Common Stock	S	400.00	$118.065	Disposed	25612.00	Indirect
2021-11-22	Class A Common Stock	S	212.00	$119.253	Disposed	25400.00	Indirect
2021-11-22	Class A Common Stock	S	500.00	$121.158	Disposed	24900.00	Indirect
2021-11-22	Class A Common Stock	S	700.00	$122.209	Disposed	24200.00	Indirect
2021-11-22	Class A Common Stock	S	300.00	$123.20	Disposed	23900.00	Indirect
2021-11-22	Class A Common Stock	S	300.00	$125.593	Disposed	23600.00	Indirect
2021-11-22	Class A Common Stock	S	100.00	$127.86	Disposed	23500.00	Indirect
2021-11-22	Class A Common Stock	S	5031.00	$109.585	Disposed	18469.00	Indirect
2021-11-22	Class A Common Stock	S	1000.00	$111.224	Disposed	17469.00	Indirect
2021-11-22	Class A Common Stock	S	300.00	$112.197	Disposed	17169.00	Indirect
2021-11-22	Class A Common Stock	S	5143.00	$113.33	Disposed	12026.00	Indirect
2021-11-22	Class A Common Stock	S	1813.00	$114.164	Disposed	10213.00	Indirect
2021-11-22	Class A Common Stock	S	1774.00	$115.318	Disposed	8439.00	Indirect
2021-11-22	Class A Common Stock	S	1100.00	$116.188	Disposed	7339.00	Indirect
2021-11-22	Class A Common Stock	S	1500.00	$117.619	Disposed	5839.00	Indirect
2021-11-22	Class A Common Stock	S	301.00	$118.571	Disposed	5538.00	Indirect
2021-11-22	Class A Common Stock	S	520.00	$119.598	Disposed	5018.00	Indirect
2021-11-22	Class A Common Stock	S	660.00	$121.092	Disposed	4358.00	Indirect
2021-11-22	Class A Common Stock	S	2129.00	$122.176	Disposed	2229.00	Indirect
2021-11-22	Class A Common Stock	S	1029.00	$122.824	Disposed	1200.00	Indirect
2021-11-22	Class A Common Stock	S	900.00	$125.592	Disposed	300.00	Indirect
2021-11-22	Class A Common Stock	S	300.00	$127.86	Disposed	0.00	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-22	Class B Common Stock	$	C	32000.00	Disposed		Class A Common Stock (32000.00)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	28243.00	Direct

Footnotes

F1: Following the transactions reported herein, this represents (i) 893,638 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) 1,115,101 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 $120.74 to $121.47 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 $121.74 to $122.62 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 $122.82 to $123.41 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 $125.15 to $125.84 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 $109.42 to $109.89 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 $110.64 to $111.60 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.

F16: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $111.81 to $112.77 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.

F17: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $112.82 to $113.80 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.

F18: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $113.82 to $114.76 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.

F19: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $114.84 to $115.81 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.

F2: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $109.42 to $109.84 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.

F20: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $115.85 to $116.56 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.

F21: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.12 to $118.00 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.

F22: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.15 to $119.00 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.

F23: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $119.15 to $120.14 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.

F24: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $120.59 to $121.47 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.

F25: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $121.60 to $122.55 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.

F26: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $122.60 to $123.41 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.

F27: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $125.14 to $125.83 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.

F28: This total reported in column 5 includes: (1) 13,773 reported Restricted Stock Units ("RSUs") which vest in 10 equal quarterly installments beginning on December 1, 2021; 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.

F29: 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.

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $110.65 to $111.52 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 $112.89 to $113.87 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 $113.93 to $114.84 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 $115.03 to $116.00 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 $116.15 to $116.47 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 $117.63 to $118.59 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.

F9: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.63 to $119.43 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.