0001517375-23-000133.txt : 20231206 0001517375-23-000133.hdr.sgml : 20231206 20231206162003 ACCESSION NUMBER: 0001517375-23-000133 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231204 FILED AS OF DATE: 20231206 DATE AS OF CHANGE: 20231206 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Barretto Ryan Paul CENTRAL INDEX KEY: 0001791914 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39156 FILM NUMBER: 231469841 MAIL ADDRESS: STREET 1: C/O SPROUT SOCIAL, INC. STREET 2: 131 SOUTH DEARBORN AVENUE, 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_1701897594.xml FORM 4 X0508 4 2023-12-04 0 0001517375 Sprout Social, Inc. SPT 0001791914 Barretto Ryan Paul 131 SOUTH DEARBORN ST. SUITE 700 CHICAGO IL 60603 0 1 0 0 President 0 Class A Common Stock 2023-12-04 4 S 0 11307 58.534 D 458918 D Class A Common Stock 2023-12-04 4 S 0 2986 58.164 D 223189 I See Footnote Class A Common Stock 2023-12-04 4 S 0 2214 58.829 D 220975 I See Footnote Class A Common Stock 2023-12-04 4 S 0 400 59.793 D 220575 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) 11,250 reported RSUs which vest in 2 equal quarterly installments beginning on March 1, 2024; (2) 30,000 reported RSUs which vest in 4 equal quarterly installments beginning on March 1, 2024; (3) 18,750 reported RSUs which vest in 5 equal quarterly installments beginning on March 1, 2024; (4) 52,500 reported RSUs which vest in 7 equal quarterly installments beginning on March 1, 2024; (5) 33,750 reported RSUs which vest in 9 equal quarterly installments beginning on March 1, 2024; (6) 120,000 reported RSUs of which 25% will vest on March 1, 2024, with the remaining portion vesting in 12 equal quarterly installments beginning on June 1, 2024; and (7) 60,134 reported RSUs of which 25% will vest on March 1, 2024, with the remaining portion 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 a 10b5-1 plan adopted by the Reporting Person on November 8, 2022. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.53 to $58.50 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. After giving effect to the transactions reported herein, this amount represents: (i) 60,000 shares of Issuer Class A Common Stock held by the Ryan Paul Barretto 2020 Gift Trust, of which Mr. Barretto's spouse is the sole trustee; and (ii) 160,575 shares of Issuer Class A Common Stock held by the Ryan Paul Barretto Revocable Trust, of which Mr. Barretto serves as the sole trustee. 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 $59.37 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 $59.59 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. /s/ Heidi Jonas, Attorney-in-fact for Ryan Paul Barretto 2023-12-06