0001517375-23-000134.txt : 20231208
0001517375-23-000134.hdr.sgml : 20231208
20231208160137
ACCESSION NUMBER: 0001517375-23-000134
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231206
FILED AS OF DATE: 20231208
DATE AS OF CHANGE: 20231208
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Howard Justyn Russell
CENTRAL INDEX KEY: 0001791816
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39156
FILM NUMBER: 231475330
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_1702069288.xml
FORM 4
X0508
4
2023-12-06
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
2023-12-06
4
C
0
20000
0
A
20000
I
See footnote
Class A Common Stock
2023-12-06
4
S
0
8838
56.324
D
11162
I
See footnote
Class A Common Stock
2023-12-06
4
S
0
11162
57.165
D
0
I
See footnote
Class A Common Stock
2023-12-07
4
C
0
20000
0
A
20000
I
See footnote
Class A Common Stock
2023-12-07
4
S
0
8317
54.838
D
11683
I
See footnote
Class A Common Stock
2023-12-07
4
S
0
11683
55.605
D
0
I
See footnote
Class A Common Stock
310995
D
Class B Common Stock
2023-12-06
4
C
0
20000
0
D
Class A Common Stock
20000
2321471
I
See footnote
Class B Common Stock
2023-12-07
4
C
0
20000
0
D
Class A Common Stock
20000
2301471
I
See footnote
Class B Common Stock
Class A Common Stock
518874
518874
D
This transaction occurred under a 10b5-1 plan adopted by the Reporting Person on August 10, 2023.
After giving effect to the transactions reported herein, this represents (i) 1,546,471 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 $55.92 to $56.91 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 $56.92 to $57.84 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 $54.29 to $55.28 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 $55.29 to $55.99 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) 8,264 reported Restricted Stock Units ("RSUs") which vest in 1 quarterly installment beginning on March 1, 2024; (2) 18,459 reported RSUs which vest in 5 equal quarterly installments beginning on March 1, 2024; (3) 55,385 reported RSUs which vest in 9 equal quarterly installments beginning on March 1, 2024; and (4) 113,766 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.
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 Justyn R. Howard
2023-12-08