Sprout Social, Inc. — Director's Dealing 2021

Mar 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Sprout Social, Inc. (SPT)
CIK: 0001517375
Period of Report: 2019-12-13

Reporting Person: GOLDMAN SACHS GROUP INC (Director)
Reporting Person: GOLDMAN SACHS & CO. LLC (Director)
Reporting Person: Broad Street Principal Investments, L.L.C. (Director)
Reporting Person: Bridge Street 2016, L.P. (Director)
Reporting Person: Stone Street 2016, L.P. (Director)
Reporting Person: MBD 2016, L.P. (Director)
Reporting Person: Stone Street 2016 Offshore, L.P. (Director)
Reporting Person: Bridge Street 2016 Offshore, L.P. (Director)
Reporting Person: MBD 2016 Offshore, L.P. (Director)
Reporting Person: GS FUND HOLDINGS, L.L.C. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-13	Class A Common Stock	P	5000	$18.05	Acquired	10383809	Indirect
2019-12-13	Class A Common Stock	S	5000	$18.05	Disposed	10378809	Indirect
2019-12-13	Class A Common Stock	P	25000	$16.72	Acquired	10403809	Indirect
2019-12-13	Class A Common Stock	S	25000	$16.72	Disposed	10378809	Indirect
2019-12-13	Class A Common Stock	P	15000	$17.00	Acquired	10393809	Indirect
2019-12-13	Class A Common Stock	S	15000	$17.00	Disposed	10378809	Indirect
2019-12-13	Class A Common Stock	P	444	$18.05	Acquired	10379253	Indirect
2019-12-13	Class A Common Stock	S	444	$18.05	Disposed	10378809	Indirect
2019-12-13	Class A Common Stock	P	556	$18.05	Acquired	10379365	Indirect
2019-12-13	Class A Common Stock	S	556	$18.05	Disposed	10378809	Indirect
2019-12-13	Class A Common Stock	P	5000	$18.30	Acquired	10383809	Indirect
2019-12-13	Class A Common Stock	S	5000	$18.30	Disposed	10378809	Indirect
2019-12-13	Class A Common Stock	P	1800	$18.1044	Acquired	10380609	Indirect
2019-12-13	Class A Common Stock	S	1800	$18.1044	Disposed	10378809	Indirect
2019-12-13	Class A Common Stock	P	50	$18.05	Acquired	10378859	Indirect
2019-12-13	Class A Common Stock	S	50	$18.05	Disposed	10378809	Indirect
2019-12-16	Class A Common Stock	P	1000	$16.80	Acquired	10379809	Indirect
2019-12-16	Class A Common Stock	S	1000	$16.80	Disposed	10378809	Indirect
2019-12-16	Class A Common Stock	P	10000	$16.78	Acquired	10388809	Indirect
2019-12-16	Class A Common Stock	S	10000	$16.78	Disposed	10378809	Indirect
2020-03-20	Class A Common Stock	S	3648	$13.99	Acquired	10405871	Indirect
2020-03-20	Class A Common Stock	P	3648	$13.99	Disposed	10402223	Indirect
2020-04-21	Class A Common Stock	P	174	$14.52	Acquired	10393815	Indirect
2020-04-21	Class A Common Stock	S	174	$14.52	Disposed	10393641	Indirect
2020-05-15	Class A Common Stock	P	4348	$23.1938	Acquired	10424772	Indirect
2020-05-15	Class A Common Stock	S	4348	$23.1938	Disposed	10420424	Indirect
2020-05-22	Class A Common Stock	P	1000	$26.297	Acquired	10507793	Indirect
2020-05-22	Class A Common Stock	S	1000	$26.297	Disposed	10506793	Indirect
2020-06-01	Class A Common Stock	S	26900	$28.6655	Acquired	10406390	Indirect
2020-06-01	Class A Common Stock	P	26900	$28.6655	Disposed	10379490	Indirect

Footnotes

F1: These transactions in the Class A common stock (the "Common Stock") of Sprout Social, Inc. (the "Issuer") have not previously been reported on Form 4 and were effected by Goldman Sachs & Co. LLC ("Goldman Sachs") acting as agent on behalf of certain international affiliates that had entered into riskless principal trades in connection with client trade facilitation in the ordinary course of their business.

F2: Without conceding riskless principal trades in connection with client trade facilitation in the ordinary course of business can result in liability under Section 16(b), the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that they were subject to Section 16(b) will be remitted to the Issuer.

F3: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs, Broad Street Principal Investments, L.L.C., Bridge Street 2016 Offshore, L.P., Bridge Street 2016, L.P., MBD 2016 Offshore, L.P., MBD 2016, L.P., Stone Street 2016 Offshore, L.P., Stone Street 2016, L.P., and GS Fund Holdings, L.L.C. (together, the "Reporting Persons").

F4: Goldman Sachs and GS Group may be deemed to beneficially own 274.1033 shares of Common Stock and 6,420 Restricted Stock Units ("RSUs") granted to Mr. Jason Kreuziger, Managing Director of Goldman Sachs. The RSUs will vest on the earlier of (i) the day immediately preceding the date of the first annual meeting of the Issuer's stockholders following the date of the grant and (ii) the first anniversary of the date of grant. Each RSU represents a contingent right to receive one share of Common Stock of the Issuer and has no expiration date.

F5: Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose.