August 16, 2019

Justyn Howard
Chief Executive Officer
Sprout Social, Inc.
131 South Dearborn St., Suite 700
Chicago, Illinois 60603

       Re: Sprout Social, Inc.
           Amendment No. 1 to Draft Registration Statement on Form S-1
           Submitted August 1, 2019
           CIK No. 0001517375

Dear Mr. Howard:

      We have reviewed your amended draft registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.

       Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.

      After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Amendment No. 1 to Draft Registration Statement on Form S-1

Risk Factors
Risks Related to This Offering and Ownership of Our Class A Common Stock
Our amended and restated certificate of incorporation..., page 44

1.     We note the revisions you made in response to prior comment 5. The
remaining forum
       selection provision identifies the Court of Chancery of the State of
Delaware as the
       exclusive forum for certain litigation, including any "derivative
action." Please disclose
       whether this provision applies to actions arising under the Securities
Act or Exchange
       Act. In that regard, we note that Section 27 of the Exchange Act creates
exclusive federal
       jurisdiction over all suits brought to enforce any duty or liability
created by the Exchange
       Act or the rules and regulations thereunder, and Section 22 of the
Securities Act creates
 Justyn Howard
FirstName LastNameJustyn Howard
Sprout Social, Inc.
Comapany NameSprout Social, Inc.
August 16, 2019
August 16, 2019 Page 2
Page 2
FirstName LastName
         concurrent jurisdiction for federal and state courts over all suits
brought to enforce any
         duty or liability created by the Securities Act or the rules and
regulations thereunder. If
         the provision applies to Securities Act claims, please also revise
your prospectus to clarify
         that there is uncertainty as to whether a court would enforce such
provision and to state
         that investors cannot waive compliance with the federal securities
laws and the rules and
         regulations thereunder. If this provision does not apply to actions
arising under the
         Securities Act or Exchange Act, please also ensure that the exclusive
forum provision in
         the governing documents states this clearly, or tell us how you will
inform investors in
         future filings that the provision does not apply to any actions
arising under the Securities
         Act or Exchange Act.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Year Ended December 31, 2017 Compared to Year Ended December 31, 2018
Revenue, page 66

2.       We note your response to prior comment 9; however, we continue to
believe it is
         important for readers to be able to more easily assess how various
factors impacted your
         revenue. Currently, your disclosure states that subscription revenue
increased 75% from
         fiscal 2017 to fiscal 2018. It further indicates that $10.5 million of
the increase in
         revenue was due to an acquisition and that your number of customers
grew 12% during
         this period. You also disclose on page 61 that your dollar-based
retention rate for existing
         customers was 106% for fiscal 2018. As such, it appears that revenue
may have increased
         by more than the sources that you currently identify. Please revise
your disclosures to
         provide further explanation of the increases in revenue, including the
dollar value of
         revenue attributable to new customers and any other material sources.
Consolidated Financial Statements
Notes to Consolidated Financial Statements
9. Incentive Stock Plan
Restricted Stock Units, page F-28

3.       Your disclosure on page 101 indicates that Mr. Howard will receive
awards of fully vested
         RSUs following the consummation of the offering and depending on the
valuation of the
         Company. Tell us what consideration you have given to disclosing the
compensation
         expense that will be recognized if these valuations are achieved.
       You may contact Laura Veator, Staff Accountant, at (202) 551-3716 or
Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Mitchell Austin, Staff
Attorney, at (202) 551-3574 or Barbara Jacobs, Assistant Director, at (202)
551-3735 with any
other questions.
 Justyn Howard
Sprout Social, Inc.
August 16, 2019
Page 3

                                         Sincerely,

FirstName LastNameJustyn Howard          Division of Corporation Finance
                                         Office of Information Technologies
Comapany NameSprout Social, Inc.
                                         and Services
August 16, 2019 Page 3
cc:       Christopher D. Lueking, Esq.
FirstName LastName