0001517375-24-000062.txt : 20240409 0001517375-24-000062.hdr.sgml : 20240409 20240409172846 ACCESSION NUMBER: 0001517375-24-000062 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240408 FILED AS OF DATE: 20240409 DATE AS OF CHANGE: 20240409 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Howard Justyn Russell CENTRAL INDEX KEY: 0001791816 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39156 FILM NUMBER: 24833665 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] ORGANIZATION NAME: 06 Technology 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_1712698117.xml FORM 4 X0508 4 2024-04-08 0 0001517375 Sprout Social, Inc. SPT 0001791816 Howard Justyn Russell 131 SOUTH DEARBORN ST. SUITE 700 CHICAGO IL 60603 1 1 1 0 Chairman and CEO 1 Class A Common Stock 2024-04-08 4 C 0 20000 0 A 20000 I See footnote Class A Common Stock 2024-04-08 4 S 0 7500 55.85 D 12500 I See footnote Class A Common Stock 2024-04-08 4 S 0 9148 56.79 D 3352 I See footnote Class A Common Stock 2024-04-08 4 S 0 3352 57.26 D 0 I See footnote Class A Common Stock 406636 D Class B Common Stock 2024-04-08 4 C 0 20000 0 D Class A Common Stock 20000 2181471 I See footnote Class B Common Stock Class A Common Stock 518874 518874 D After giving effect to the transactions reported herein, this represents (i) 1,426,471 shares of Class B common stock held by the JRH Revocable Trust, of which the Reporting Person serves as the sole trustee; (ii) 170,000 shares of Class B common stock held by the EEH Revocable Trust, of which the Reporting Person's spouse serves as the sole trustee; (iii) 285,000 shares of Class B common stock held by the JRH Gift Trust, of which the Reporting Person's spouse serves as the sole trustee; and (iv) 300,000 shares of Class B common stock held by the EEH Gift Trust, of which the Reporting Person 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 $55.17 to $56.14 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 $56.17 to $57.16 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 $57.17 to $57.55 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 total reported in column 5 includes: (1) 14,767 reported RSUs which vest in 4 equal quarterly installments beginning on June 1, 2024; (2) 49,231 reported RSUs which vest in 8 equal quarterly installments beginning on June 1, 2024; (3) 85,325 reported RSUs of which vest in 12 equal quarterly installments beginning on June 1, 2024; and (4) 118,724 reported RSUs of which 25% will vest on March 1, 2025 with the remaining RSUs vesting in 12 equal quarterly installments beginning on June 1, 2025. Each RSU represents the contingent right to receive one share of Class A Common Stock of the Issuer and does not expire. 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. The transactions in this Form 4 occurred under a 10b5-1 plan adopted by the Reporting Person on August 10, 2023. /s/ Heidi Jonas, Attorney-in-fact for Justyn R. Howard 2024-04-09