Sprout Social, Inc. — Director's Dealing 2021

Nov 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Sprout Social, Inc. (SPT)
CIK: 0001517375
Period of Report: 2021-11-01

Reporting Person: Barretto Ryan Paul (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-01	Class A Common Stock	S	1100.00	$126.743	Disposed	70100.00	Indirect
2021-11-01	Class A Common Stock	S	2646.00	$127.886	Disposed	67454.00	Indirect
2021-11-01	Class A Common Stock	S	1854.00	$128.853	Disposed	65600.00	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	616834.00	Direct

Footnotes

F1: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $126.23 to $127.12 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: Following the transactions reported herein, this represents (i) 5,600 shares of Issuer Class A Common Stock held by the Ryan Paul Barretto Revocable Trust, of which Mr. Barretto serves as the sole trustee; and (ii) 60,000 shares of Issuer Class A Common Stock held by the Ryan Paul Barretto 2020 Gift Trust, of which Mr. Barretto's spouse is the sole trustee.

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $127.33 to $128.27 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 $128.35 to $129.26 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 total reported in Column 5 includes: (1) 61,875 reported Restricted Stock Units ("RSUs") which will vest in 11 equal quarterly installments beginning on December 1, 2021. (2) 120,000 reported RSUs, of which 25% will vest on December 1, 2021, with the remaining portion vesting in 12 equal quarterly installments beginning on March 1, 2022. (3) 60,000 reported RSUs of which 25% will vest on March 1, 2022, with the remaining portion vesting in 12 equal quarterly installments beginning on June 1, 2022. (4) 120,000 reported RSUs, of which 25% will vest on September 1, 2022, with the remaining portion vesting in 12 equal quarterly installments beginning on December 1, 2022. Each RSU represents the contingent right to receive one share of Class A Common Stock of the Issuer and does not expire.