0001562180-22-004962.txt : 20220609 0001562180-22-004962.hdr.sgml : 20220609 20220609160129 ACCESSION NUMBER: 0001562180-22-004962 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220509 FILED AS OF DATE: 20220609 DATE AS OF CHANGE: 20220609 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: 221005935 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 primarydocument.xml PRIMARY DOCUMENT X0306 4 2022-05-09 false 0001517375 Sprout Social, Inc. SPT 0001791816 Howard Justyn Russell 131 SOUTH DEARBORN ST. SUITE 700 CHICAGO IL 60603 true true true false Chairman and CEO Class A Common Stock 2022-06-08 4 C false 20000.00 0.00 A 20000.00 I See footnote Class A Common Stock 2022-06-08 4 S false 5381.00 56.15 D 14619.00 I See footnote Class A Common Stock 2022-06-08 4 S false 5833.00 56.848 D 8786.00 I See footnote Class A Common Stock 2022-06-08 4 S false 7764.00 57.937 D 1022.00 I See footnote Class A Common Stock 2022-06-08 4 S false 1022.00 59.061 D 0.00 I See footnote Class A Common Stock 250642.00 D Class B Common Stock 2022-06-08 4 C false 20000.00 0.00 D Class A Common Stock 20000.00 2696471.00 I See foonote Class B Common Stock Class A Common Stock 518874.00 518874.00 D Following the transactions reported herein, this represents (i) 1,941,471 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 $55.52 to $56.51 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 $56.52 to $57.50 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.52 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.52 to $59.39 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) 57,848 reported Restricted Stock Units ("RSUs") of which vest in 7 equal quarterly installments beginning on September 1, 2022; (2) 40,611 reported RSUs which vest 11 equal quarterly installments beginning on September 1, 2022; and (3) 98,463 reported RSUs of which 25% will vest on March 1, 2023 with the remaining RSUs vesting in 12 equal quarterly installments beginning on June 1, 2023. 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 disclosed in this form 4 occurred under a 10b5-1 plan. /s/ Heidi Jonas, Attorney-in-fact for Justyn R. Howard 2022-06-09