Sprout Social, Inc. — Director's Dealing 2021

Jan 14, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Sprout Social, Inc. (SPT)
CIK: 0001517375
Period of Report: 2021-01-04

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
2021-01-04	Class A Common Stock	S	140	$45.71	Disposed	2332906	Indirect
2021-01-04	Class A Common Stock	S	500	$45.63	Disposed	2332406	Indirect
2021-01-08	Class A Common Stock	P	100	$50.51	Acquired	2331784	Indirect
2021-01-08	Class A Common Stock	P	40	$50.52	Acquired	2331824	Indirect
2021-01-08	Class A Common Stock	P	401	$50.53	Acquired	2332225	Indirect
2021-01-08	Class A Common Stock	P	99	$50.54	Acquired	2332324	Indirect

Footnotes

F1: The amount of profit, if any, potentially recoverable by Sprout Social, Inc. (the "Issuer") from the reported transactions has been remitted to the Issuer.

F2: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), Bridge Street 2016 Offshore, L.P. ("Bridge Street 2016 Offshore"), Bridge Street 2016, L.P. ("Bridge Street 2016"), MBD 2016 Offshore, L.P. ("MBD 2016 Offshore"), MBD 2016, L.P. ("MBD 2016"), Stone Street 2016 Offshore, L.P. ("Stone Street 2016 Offshore"), Stone Street 2016, L.P. ("Stone Street 2016"), and GS Fund Holdings, L.L.C. ("GS Fund Holdings)(together, the "Reporting Persons").

F3: After giving effect to the purchases on January 8, 2021, Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 2,332,324 shares of the Class A common stock (the "Common Stock") of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 2,287,268 shares of Common Stock held by BSPI, (ii) 39,071 shares of Common Stock held by GS Fund Holdings (iii) 33 shares of Common Stock held by Bridge Street 2016 Offshore, (iv) 139 shares of Common Stock held by Bridge Street 2016, (continued in footnote 4).

F4: (v) 32 shares of Common Stock held by MBD 2016 Offshore, (vi) 58 shares of Common Stock held by MBD 2016, (vii) 93 shares of Common Stock held by Stone Street 2016 Offshore, (viii) 307 shares of Common Stock held by Stone Street 2016 (Bridge Street Offshore 2016, Bridge Street 2016, MBD 2016 Offshore, MBD 2016, Stone Street Offshore 2016, Stone Street 2016, together, the "GS Funds") because Goldman Sachs is the investment manager of the GS Funds and affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner, managing general partner, managing partner, managing member or member of each of the GS Funds, and (ix) Goldman Sachs may be deemed to beneficially own 5,323 shares of Common Stock.

F5: Of the 2,332,324 shares of Common Stock, GS Group may be deemed to hold 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.

F6: 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 Exchange Act, or for any other purpose.

F7: The Reporting Persons are currently analyzing additional trading activity in the Issuer's equity securities and, if necessary, will file another Form 4 as promptly as reasonably practicable once that analysis is complete.