SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Lightbank, LLC

(Last)

(First)

(Middle)

600 WEST CHICAGO AVE, STE. 510

(Street)

CHICAGO

60654

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/12/2019

3. Issuer Name and Ticker or Trading Symbol
Sprout Social, Inc. [ SPT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	2,179,778	I	See Footnote⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	950,435	⁽²⁾	I	See Footnote⁽³⁾

Explanation of Responses:

1. The shares of Class A Common Stock reported on this line consist of (i) 1,179,778 shares of Class A Common Stock held by Lightbank Investments 1A, LLC and (ii) 1,000,000 shares of Class A Common Stock held by Lightbank Investments 2, LLC.

2. Each share of Series A Convertible Preferred Stock shall automatically convert into Class A Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date.

3. The shares of Series A Converitble Preferred Stock on this line consist of (i) 392,651 shares of Series A Converitble Preferred Stock held by Lightbank Investments 1A, LLC and (ii) 557,784 shares of Series A Converitble Preferred Stock held by Innovation Group Investors, L.P.

Remarks:

	/s/ Michael Mauceri, Chief Financial Officer	12/12/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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