Sprout Social, Inc. — Director's Dealing 2021

Jul 7, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Sprout Social, Inc. (SPT)
CIK: 0001517375
Period of Report: 2021-02-10

Reporting Person: Barretto Ryan Paul (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-10	Class A Common Stock	G	76000.00	$0.00	Disposed	498886.00	Direct
2021-02-10	Class A Common Stock	G	76000.00	$0.00	Acquired	93600.00	Indirect
2021-07-01	Class A Common Stock	S	508.00	$89.11	Disposed	93092.00	Indirect
2021-07-01	Class A Common Stock	S	4492.00	$88.517	Disposed	88600.00	Indirect
2021-07-01	Class A Common Stock	S	600.00	$87.151	Disposed	88000.00	Indirect

Footnotes

F1: On February 10, 2021, the reporting person made a bona fide gift of 76,000 shares of Issuer Common Stock to the Ryan Paul Barretto Revocable Trust. This transaction is being reported on a voluntary basis pursuant to General Instruction 4(a) of SEC Form 4.

F2: The total reported in Column 5 includes: (1) 67,500 reported Restricted Stock Units ("RSUs") which will vest in 12 equal quarterly installments beginning on September 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. Each RSU represents the contingent right to receive one share of Class A Common Stock of the Issuer and does not expire.

F3: Following the transactions reported herein, this represents (i) 28,000 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: This transaction occurred under a 10b5-1 plan.

F5: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.87 to $89.84 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 $87.83 to $88.80 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.

F7: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.68 to $87.61 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.