0001628280-19-014906.txt : 20200114 0001628280-19-014906.hdr.sgml : 20200114 20191210130643 ACCESSION NUMBER: 0001628280-19-014906 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20191210 FILER: 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 FILING VALUES: FORM TYPE: CORRESP 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 CORRESP 1 filename1.htm Document

December 10, 2019
VIA EDGAR TRANSMISSION
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549-6010
Attention:
 
Mitchell Austin
 
 
 
Re:
 
Sprout Social, Inc. (the “Company”)
Registration Statement on Form S-1
Registration No. 333-234316
Dear Mr. Austin:
As representatives of the several underwriters of the Company’s proposed public offering of Class A common stock, we hereby join the Company’s request that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., Eastern Time on December 12, 2019, or as soon thereafter as practicable, or at such later time as the Company or its counsel may request via telephone call to the Staff.
Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
The undersigned advise that they have complied and will continue to comply, and that they have been informed by the participating underwriters and dealers that they have complied and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature Page to Follow]


Sincerely yours,
 
 
As Representatives of the several Underwriters
 
 
Goldman Sachs & Co. LLC
 
 
By:
/s/ William D. Connolly III
 
Name: William D. Connolly III
 
Title: Managing Director
 
 
 
 
Morgan Stanley & Co. LLC
 
 
By:
/s/ Genevieve Kinney
 
Name: Genevieve Kinney
 
Title: Vice President

[Signature Page to Underwriters’ Acceleration Request]