0001517375-23-000131.txt : 20231205 0001517375-23-000131.hdr.sgml : 20231205 20231205160349 ACCESSION NUMBER: 0001517375-23-000131 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231204 FILED AS OF DATE: 20231205 DATE AS OF CHANGE: 20231205 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rankin Aaron Edward Frederick CENTRAL INDEX KEY: 0001791946 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39156 FILM NUMBER: 231466507 MAIL ADDRESS: STREET 1: C/O SPROUT SOCIAL, INC. STREET 2: 131 SOUTH DEARBORN STREET, SUITE 700 CITY: CHICAGO STATE: IL ZIP: 60603 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Sprout Social, Inc. CENTRAL INDEX KEY: 0001517375 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 272404165 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 131 SOUTH DEARBORN STREET STREET 2: SUITE 700 CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 866-878-3231 MAIL ADDRESS: STREET 1: 131 SOUTH DEARBORN STREET STREET 2: SUITE 700 CITY: CHICAGO STATE: IL ZIP: 60603 4 1 wk-form4_1701810214.xml FORM 4 X0508 4 2023-12-04 0 0001517375 Sprout Social, Inc. SPT 0001791946 Rankin Aaron Edward Frederick 131 SOUTH DEARBORN ST. SUITE 700 CHICAGO IL 60603 1 1 1 0 Chief Technology Officer 1 Class A Common Stock 2023-12-04 4 S 0 1368 58.534 D 40888 D Class A Common Stock 2023-12-04 4 C 0 44000 0 A 46414 I See footnote Class A Common Stock 2023-12-04 4 S 0 12402 58.179 D 34012 I See footnote Class A Common Stock 2023-12-04 4 S 0 8251 58.841 D 25761 I See footnote Class A Common Stock 2023-12-04 4 S 0 1347 59.782 D 24414 I See footnote Class A Common Stock 2023-12-04 4 S 0 13776 58.219 D 10638 I See footnote Class A Common Stock 2023-12-04 4 S 0 7003 58.918 D 3635 I See footnote Class A Common Stock 2023-12-04 4 S 0 1221 59.805 D 2414 I See footnote Class B Common Stock 2023-12-04 4 C 0 44000 0 D Class A Common Stock 44000 2725705 I See footnote Shares sold pursuant to an irrevocable election made on November 21, 2022, in conformity with the requirements of Rule 10b5-1 for the purpose of covering tax obligations upon settlement of restricted stock units ("RSUs"). After giving effect to the transaction reported herein, the total reported in column 5 includes: (1) 1,377 reported RSUs which vest in 1 quarterly installment beginning on March 1, 2024; (2) 3,077 reported RSUs which vest in 5 equal quarterly installments beginning on March 1, 2024; (3) 9,231 reported RSUs which vest in 9 equal quarterly installments beginning on March 1, 2024; and (4) 16,253 reported RSUs of which 25% will vest on March 1, 2024 with the remaining RSUs vesting in 12 equal quarterly installments beginning on June 1, 2024. Each RSU represents the contingent right to receive one share of Class A Common Stock of the Issuer and does not expire. This transaction occurred under 10b5-1 plans adopted by the Reporting Person on August 25, 2023. After giving effect to the transactions reported herein, this represents: (i) 2,414 shares of Class A Common stock held by the Aaron Edward Frederick Rankin Revocable Trust, (ii) 683,812 shares of Class B common stock held by the Aaron Edward Frederick Rankin Revocable Trust, of which Mr. Rankin serves as the sole trustee; (iii) 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) 790,931 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.55 to $58.54 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.55 to $59.54 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.55 to $60.07 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.57 to $58.56 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.57 to $59.56 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.58 to $60.07 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. 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. /s/ Heidi Jonas, Attorney-in-fact for Aaron E.F. Rankin 2023-12-05