Sprout Social, Inc. — Director's Dealing 2021

Jun 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Sprout Social, Inc. (SPT)
CIK: 0001517375
Period of Report: 2021-06-01

Reporting Person: Barretto Ryan Paul (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-01	Class A Common Stock	S	1100.00	$67.985	Disposed	545345.00	Direct
2021-06-01	Class A Common Stock	S	1545.00	$69.192	Disposed	543800.00	Direct
2021-06-01	Class A Common Stock	S	2955.00	$70.006	Disposed	540845.00	Direct
2021-06-02	Class A Common Stock	S	8359.00	$69.16	Disposed	532486.00	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	60000.00	Indirect

Footnotes

F1: This transaction occurred 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 $67.63 to $68.40 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 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.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.66 to $69.65 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 $69.66 to $70.35 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.

F6: Shares sold pursuant to an irrevocable election made in conformity with the requirements of Rule 10b5-1 for the purpose of covering tax obligations upon settlement of restricted stock units issued under the Sprout Social, Inc. 2019 Incentive Award Plan.

F7: The total reported in Column 5 includes 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.