Sprout Social, Inc. — Director's Dealing 2021

Feb 24, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Sprout Social, Inc. (SPT)
CIK: 0001517375
Period of Report: 2021-02-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-22	Class A Common Stock	C	17000.00	$0.00	Acquired	17000.00	Indirect
2021-02-22	Class A Common Stock	S	1410.00	$70.452	Disposed	15590.00	Indirect
2021-02-22	Class A Common Stock	S	1474.00	$71.23	Disposed	14116.00	Indirect
2021-02-22	Class A Common Stock	S	1000.00	$72.588	Disposed	13116.00	Indirect
2021-02-22	Class A Common Stock	S	6.00	$73.17	Disposed	13110.00	Indirect
2021-02-22	Class A Common Stock	S	600.00	$74.807	Disposed	12510.00	Indirect
2021-02-22	Class A Common Stock	S	100.00	$75.46	Disposed	12410.00	Indirect
2021-02-22	Class A Common Stock	S	3477.00	$70.225	Disposed	8933.00	Indirect
2021-02-22	Class A Common Stock	S	4165.00	$71.099	Disposed	4768.00	Indirect
2021-02-22	Class A Common Stock	S	2368.00	$72.229	Disposed	2400.00	Indirect
2021-02-22	Class A Common Stock	S	600.00	$73.143	Disposed	1800.00	Indirect
2021-02-22	Class A Common Stock	S	1203.00	$74.404	Disposed	597.00	Indirect
2021-02-22	Class A Common Stock	S	597.00	$75.226	Disposed	0.00	Indirect
2021-02-23	Class A Common Stock	C	17000.00	$0.00	Acquired	17000.00	Indirect
2021-02-23	Class A Common Stock	S	200.00	$63.58	Disposed	16800.00	Indirect
2021-02-23	Class A Common Stock	S	300.00	$64.38	Disposed	16500.00	Indirect
2021-02-23	Class A Common Stock	S	500.00	$66.042	Disposed	16000.00	Indirect
2021-02-23	Class A Common Stock	S	1601.00	$66.929	Disposed	14399.00	Indirect
2021-02-23	Class A Common Stock	S	1789.00	$67.973	Disposed	12610.00	Indirect
2021-02-23	Class A Common Stock	S	200.00	$68.90	Disposed	12410.00	Indirect
2021-02-23	Class A Common Stock	S	1000.00	$64.017	Disposed	11410.00	Indirect
2021-02-23	Class A Common Stock	S	2500.00	$66.193	Disposed	8910.00	Indirect
2021-02-23	Class A Common Stock	S	3884.00	$67.083	Disposed	5026.00	Indirect
2021-02-23	Class A Common Stock	S	4126.00	$67.941	Disposed	900.00	Indirect
2021-02-23	Class A Common Stock	S	900.00	$68.883	Disposed	0.00	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-22	Class B Common Stock	$	C	17000.00	Disposed		Class A Common Stock (17000.00)	Indirect
2021-02-23	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	31882.00	Direct

Footnotes

F1: Following the transactions reported herein, this represents (i) 988,378 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) 1,374,361 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 $74.03 to $74.99 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 $75.06 to $75.57 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.

F12: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.38 to $63.78 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 $65.48 to $66.23 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 $66.55 to $67.49 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 $67.63 to $68.47 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 $68.79 to $69.01 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 $63.52 to $64.49 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.

F18: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.56 to $66.55 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.

F19: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.56 to $67.50 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.95 to $70.92 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.

F20: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.56 to $68.47 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.

F21: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.60 to $69.35 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.

F22: The total reported in column 5 includes: (1) 22,037 reported Restricted Stock Units ("RSUs"), of which 25% vest on March 1, 2021 with the remaining RSUs vesting 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.

F23: 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.

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.00 to $71.83 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 $72.17 to $73.05 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.

F5: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.44 to $75.06 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 $69.70 to $70.65 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.

F7: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.73 to $71.71 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 $71.80 to $72.73 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 $72.90 to $73.86 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.