Sprout Social, Inc. — Director's Dealing 2021

Nov 10, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Sprout Social, Inc. (SPT)
CIK: 0001517375
Period of Report: 2021-11-08

Reporting Person: Howard Justyn Russell (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-08	Class A Common Stock	C	20000.00	$0.00	Acquired	20000.00	Indirect
2021-11-08	Class A Common Stock	S	1300.00	$127.215	Disposed	18700.00	Indirect
2021-11-08	Class A Common Stock	S	500.00	$128.684	Disposed	18200.00	Indirect
2021-11-08	Class A Common Stock	S	2100.00	$129.688	Disposed	16100.00	Indirect
2021-11-08	Class A Common Stock	S	6565.00	$130.84	Disposed	9535.00	Indirect
2021-11-08	Class A Common Stock	S	7094.00	$131.724	Disposed	2441.00	Indirect
2021-11-08	Class A Common Stock	S	2441.00	$132.434	Disposed	0.00	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-08	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	171341.00	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (518874.00)	518874.00	Direct

Footnotes

F1: Following the transactions reported herein, this represents (i) 2,081,471 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.

F2: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $127.02 to $127.95 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 $128.10 to $129.04 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 $129.15 to $130.13 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 $130.20 to $131.19 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 $131.20 to $132.18 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 $132.20 to $132.81 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.

F8: The total reported in column 5 includes: (1) 82,639 reported Restricted Stock Units ("RSUs"), which vest in 10 equal quarterly installments beginning on December 1, 2021; and (2) 59,070 reported RSUs of which 25% will 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.

F9: 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.