Sprout Social, Inc. — Director's Dealing 2021

May 21, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Sprout Social, Inc. (SPT)
CIK: 0001517375
Period of Report: 2021-05-19

Reporting Person: Rankin Aaron Edward Frederick (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-19	Class A Common Stock	C	17000.00	$0.00	Acquired	17000.00	Indirect
2021-05-19	Class A Common Stock	S	500.00	$56.268	Disposed	16500.00	Indirect
2021-05-19	Class A Common Stock	S	2690.00	$57.324	Disposed	13810.00	Indirect
2021-05-19	Class A Common Stock	S	1200.00	$58.007	Disposed	12610.00	Indirect
2021-05-19	Class A Common Stock	S	200.00	$59.24	Disposed	12410.00	Indirect
2021-05-19	Class A Common Stock	S	1200.00	$56.273	Disposed	11210.00	Indirect
2021-05-19	Class A Common Stock	S	6574.00	$57.322	Disposed	4636.00	Indirect
2021-05-19	Class A Common Stock	S	4236.00	$57.992	Disposed	400.00	Indirect
2021-05-19	Class A Common Stock	S	400.00	$59.418	Disposed	0.00	Indirect
2021-05-20	Class A Common Stock	C	17000.00	$0.00	Acquired	17000.00	Indirect
2021-05-20	Class A Common Stock	S	400.00	$56.663	Disposed	16600.00	Indirect
2021-05-20	Class A Common Stock	S	100.00	$57.81	Disposed	16500.00	Indirect
2021-05-20	Class A Common Stock	S	800.00	$59.326	Disposed	15700.00	Indirect
2021-05-20	Class A Common Stock	S	1874.00	$60.446	Disposed	13826.00	Indirect
2021-05-20	Class A Common Stock	S	1416.00	$61.803	Disposed	12410.00	Indirect
2021-05-20	Class A Common Stock	S	700.00	$56.80	Disposed	11710.00	Indirect
2021-05-20	Class A Common Stock	S	503.00	$58.218	Disposed	11207.00	Indirect
2021-05-20	Class A Common Stock	S	2539.00	$59.62	Disposed	8668.00	Indirect
2021-05-20	Class A Common Stock	S	4500.00	$60.434	Disposed	4168.00	Indirect
2021-05-20	Class A Common Stock	S	4168.00	$61.815	Disposed	0.00	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-19	Class B Common Stock	$	C	17000.00	Disposed		Class A Common Stock (17000.00)	Indirect
2021-05-20	Class B Common Stock	$	C	17000.00	Disposed		Class A Common Stock (17000.00)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	29398.00	Direct

Footnotes

F1: Following the transactions reported herein, this represents (i) 955,438 shares of Class B common stock held by the Aaron Edward Frederick Rankin Revocable Trust, of which Mr. Rankin serves as the sole trustee; (ii) 1,250,962 shares of Class B common stock held by the Rankin Family 2013 Trust, of which Yeming Shi Rankin, Mr. Rankin's spouse, serves as the sole trustee; and (iii) 1,285,301 shares of Class B common stock held by the Rankin Family 2013 Non-Exempt Trust, of which Yeming Shi Rankin serves as the sole trustee. Yeming Shi Rankin may be deemed to have sole voting and dispositive power with respect to the Class B common stock held by, each of the Rankin Family 2013 Trust and the Rankin Family 2013 Non-Exempt Trust.

F10: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.06 to $59.57 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.

F11: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.10 to $61.05 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.

F12: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.53 to $61.98 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.

F13: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.47 to $57.27 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.

F14: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.81 to $58.49 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.

F15: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.06 to $60.04 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.

F16: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.07 to $61.03 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.

F17: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.09 to $62.00 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.

F18: This total reported in column 5 includes: (1) 16,528 reported Restricted Stock Units ("RSUs") which vest in 12 equal quarterly installments beginning on June 1, 2021; and (2) 9,845 reported RSUs of which 25% 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.

F19: 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.

F2: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.62 to $56.55 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 $56.63 to $57.61 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.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.63 to $58.54 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 $59.23 to $59.25 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 $55.62 to $56.61 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.

F7: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.63 to $58.53 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 $59.23 to $59.90 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.65 to $56.67 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.