Sprout Social, Inc. — Director's Dealing 2021

Mar 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Sprout Social, Inc. (SPT)
CIK: 0001517375
Period of Report: 2021-03-01

Reporting Person: Barretto Ryan Paul (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-01	Class A Common Stock	S	10514.00	$70.494	Disposed	572731.00	Direct
2021-03-01	Class A Common Stock	S	11554.00	$71.216	Disposed	561177.00	Direct
2021-03-01	Class A Common Stock	S	3232.00	$72.545	Disposed	557945.00	Direct
2021-03-01	Class A Common Stock	S	300.00	$72.947	Disposed	557645.00	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	60000.00	Indirect

Footnotes

F1: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.90 to $70.89 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.

F2: The total reported in Column 5 includes: (1) 90,000 reported Restricted Stock Units ("RSUs") of which 25% will vest June 1, 2021, with the remaining portion vesting 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: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.90 to $71.88 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 $71.90 to $72.88 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 $72.91 to $72.98 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.

F6: 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.