Sprout Social, Inc. — Director's Dealing 2021

Oct 4, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Sprout Social, Inc. (SPT)
CIK: 0001517375
Period of Report: 2021-10-01

Reporting Person: Barretto Ryan Paul (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-01	Class A Common Stock	S	700.00	$119.933	Disposed	76100.00	Indirect
2021-10-01	Class A Common Stock	S	600.00	$121.007	Disposed	75500.00	Indirect
2021-10-01	Class A Common Stock	S	700.00	$122.166	Disposed	74800.00	Indirect
2021-10-01	Class A Common Stock	S	1103.00	$124.732	Disposed	73697.00	Indirect
2021-10-01	Class A Common Stock	S	1096.00	$125.612	Disposed	72601.00	Indirect
2021-10-01	Class A Common Stock	S	1401.00	$123.532	Disposed	71200.00	Indirect
2021-10-04	Class A Common Stock	A	120000.00	$0.00	Acquired	616834.00	Direct

Footnotes

F1: Shares sold under a 10b5-1 plan.

F2: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $119.50 to $120.31 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: Following the transactions reported herein, this represents (i) 11,200 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.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $120.73 to $121.35 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 $121.80 to $122.66 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 $124.15 to $125.13 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.

F7: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $125.25 to $125.95 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.

F8: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $123.05 to $124.00 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.

F9: 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 newly granted 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.