X0306 4 2021-01-04 0 0001517375 Sprout Social, Inc. SPT 0000886982 GOLDMAN SACHS GROUP INC 200 WEST STREET NEW YORK NY 10282 1 0 0 0 0000769993 GOLDMAN SACHS & CO. LLC 200 WEST STREET NEW YORK NY 10282 1 0 0 0 0001575993 Broad Street Principal Investments, L.L.C. 200 WEST STREET NEW YORK NY 10282- 1 0 0 0 0001663982 Bridge Street 2016, L.P. 200 WEST STREET NEW YORK NY 10282 1 0 0 0 0001664071 Stone Street 2016, L.P. 200 WEST STREET NEW YORK NY 10282 1 0 0 0 0001663972 MBD 2016, L.P. 200 WEST STREET NEW YORK NY 10282 1 0 0 0 0001664070 Stone Street 2016 Offshore, L.P. 200 WEST STREET NEW YORK NY 10282 1 0 0 0 0001663978 Bridge Street 2016 Offshore, L.P. 200 WEST STREET NEW YORK NY 10282 1 0 0 0 0001663973 MBD 2016 Offshore, L.P. 200 WEST STREET NEW YORK NY 10282 1 0 0 0 0001833325 GS FUND HOLDINGS, L.L.C. 200 WEST STREET NEW YORK NY 10282 1 0 0 0 Class A Common Stock 2021-01-04 4 S 0 140 45.71 D 2332906 I See Footnotes Class A Common Stock 2021-01-04 4 S 0 500 45.63 D 2332406 I See Footnotes Class A Common Stock 2021-01-08 4 P 0 100 50.51 A 2331784 I See Footnotes Class A Common Stock 2021-01-08 4 P 0 40 50.52 A 2331824 I See Footnotes Class A Common Stock 2021-01-08 4 P 0 401 50.53 A 2332225 I See Footnotes Class A Common Stock 2021-01-08 4 P 0 99 50.54 A 2332324 I See Footnotes The amount of profit, if any, potentially recoverable by Sprout Social, Inc. (the "Issuer") from the reported transactions has been remitted to the Issuer. This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), Bridge Street 2016 Offshore, L.P. ("Bridge Street 2016 Offshore"), Bridge Street 2016, L.P. ("Bridge Street 2016"), MBD 2016 Offshore, L.P. ("MBD 2016 Offshore"), MBD 2016, L.P. ("MBD 2016"), Stone Street 2016 Offshore, L.P. ("Stone Street 2016 Offshore"), Stone Street 2016, L.P. ("Stone Street 2016"), and GS Fund Holdings, L.L.C. ("GS Fund Holdings)(together, the "Reporting Persons"). After giving effect to the purchases on January 8, 2021, Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 2,332,324 shares of the Class A common stock (the "Common Stock") of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 2,287,268 shares of Common Stock held by BSPI, (ii) 39,071 shares of Common Stock held by GS Fund Holdings (iii) 33 shares of Common Stock held by Bridge Street 2016 Offshore, (iv) 139 shares of Common Stock held by Bridge Street 2016, (continued in footnote 4). (v) 32 shares of Common Stock held by MBD 2016 Offshore, (vi) 58 shares of Common Stock held by MBD 2016, (vii) 93 shares of Common Stock held by Stone Street 2016 Offshore, (viii) 307 shares of Common Stock held by Stone Street 2016 (Bridge Street Offshore 2016, Bridge Street 2016, MBD 2016 Offshore, MBD 2016, Stone Street Offshore 2016, Stone Street 2016, together, the "GS Funds") because Goldman Sachs is the investment manager of the GS Funds and affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner, managing general partner, managing partner, managing member or member of each of the GS Funds, and (ix) Goldman Sachs may be deemed to beneficially own 5,323 shares of Common Stock. Of the 2,332,324 shares of Common Stock, GS Group may be deemed to hold 6,420 Restricted Stock Units ("RSUs") granted to Mr. Jason Kreuziger, Managing Director of Goldman Sachs. The RSUs will vest on the earlier of (i) the day immediately preceding the date of the first annual meeting of the Issuer's stockholders following the date of the grant and (ii) the first anniversary of the date of grant. Each RSU represents a contingent right to receive one share of Common Stock of the Issuer and has no expiration date. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Exchange Act, or for any other purpose. The Reporting Persons are currently analyzing additional trading activity in the Issuer's equity securities and, if necessary, will file another Form 4 as promptly as reasonably practicable once that analysis is complete. Jamison Yardley, Attorney-in-fact 2021-01-13 Jamison Yardley, Attorney-in-fact 2021-01-13 Jamison Yardley, Attorney-in-fact 2021-01-13 Jamison Yardley, Attorney-in-fact 2021-01-13 Jamison Yardley, Attorney-in-fact 2021-01-13 Jamison Yardley, Attorney-in-fact 2021-01-13 Jamison Yardley, Attorney-in-fact 2021-01-13 Jamison Yardley, Attorney-in-fact 2021-01-13 Jamison Yardley, Attorney-in-fact 2021-01-13 Jamison Yardley, Attorney-in-fact 2021-01-13