0001791946-24-000002.txt : 20240202 0001791946-24-000002.hdr.sgml : 20240202 20240202160745 ACCESSION NUMBER: 0001791946-24-000002 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240202 DATE AS OF CHANGE: 20240202 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91269 FILM NUMBER: 24591422 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Rankin Aaron Edward Frederick CENTRAL INDEX KEY: 0001791946 ORGANIZATION NAME: FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: C/O SPROUT SOCIAL, INC. STREET 2: 131 SOUTH DEARBORN STREET, SUITE 700 CITY: CHICAGO STATE: IL ZIP: 60603 SC 13G/A 1 spt-13gaxrankin2024.htm SC 13G/A Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)*

Sprout Social, Inc.
(Name of Issuer)

Class A common stock, par value $0.0001 value per share
(Title of Class of Securities)
85209W 109
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[        ]    Rule 13d-1(b)
[     ]    Rule 13d-1(c)
[ X ]    Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


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1
Names of Reporting Persons

Aaron Edward Frederick Rankin

2
Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3SEC Use Only
4
Citizenship or Place of Organization

United States

Number of Shares Beneficially Owned by Each Reporting Person With5
Sole Voting Power
691,662
6
Shared Voting Power
   2,041,893
7
Sole Dispositive Power
    691,662
8
Shared Dispositive Power

   2,041,893
9
Aggregate Amount Beneficially Owned by Each Reporting Person

2,733,555

10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable
11
Percent of Class Represented by Amount in Row 9

5.3%
12
Type of Reporting Person

IN

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CUSIP No. 85209W 109Schedule 13G
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1
Names of Reporting Persons

Yeming Shi Rankin

2
Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3SEC Use Only
4
Citizenship or Place of Organization

United States

Number of Shares Beneficially Owned by Each Reporting Person With5
Sole Voting Power
   0
6
Shared Voting Power
2,041,893
7
Sole Dispositive Power
   0
8
Shared Dispositive Power

2,041,893
9
Aggregate Amount Beneficially Owned by Each Reporting Person

2,041,893
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares

Not Applicable
11
Percent of Class Represented by Amount in Row 9

4.0%
12
Type of Reporting Person

IN


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ITEM 1. (a)    Name of Issuer:
Sprout Social, Inc. (the “Issuer”)
(a)    Address of Issuer’s Principal Executive Offices:

c/o Sprout Social, Inc.
131 South Dearborn St., Suite 700
Chicago, IL 60603
ITEM 2.    (a)    Name of Person Filing:
Each of Aaron Edward Frederick Rankin and Yeming Shi Rankin is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
(a)    Address of Principal Business Office:
The address of the Reporting Persons is c/o Sprout Social, Inc., 131 South Dearborn St., Suite 700, Chicago, IL 60603.
(b)    Citizenship of each Reporting Person is:

The Reporting Persons are citizens of the United States.
    
(c)    Title of Class of Securities:

Class A common stock, par value $0.0001 value per share (“Class A Common Stock”).
(d)    CUSIP Number:
85209W 109

ITEM 3.    
Not applicable.
ITEM 4.    Ownership.

(a-c)

The ownership information below represents beneficial ownership of Common Stock as of December 31, 2023 based upon 49,241,563 shares of Class A Common Stock outstanding as of December 31, 2023 and assuming the exchange of all shares of Class B common stock beneficially owned by each Reporting Person on a

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one-for-one basis. Does not include 29,938 unvested restricted stock units ("RSUs") held by Mr. Rankin, which each represent the contingent right to receive one share of Class A Common Stock of the Issuer. 1,377 of these RSUs vest on March 1, 2024; 3,077 of these RSUs vest in 5 equal quarterly installments beginning on March 1, 2024; 9,231 of these RSUs vest in 9 equal quarterly installments beginning on March 1, 2024; and 16,253 of these RSUs of which 25% vest on March 1, 2024, with the remaining RSUs vesting in 12 equal quarterly installments beginning on June 1, 2024.
Reporting PersonAmount
beneficially
owned		Percent
of class:		Sole power to vote or to direct the vote:Shared power to vote or to direct the vote:Sole power to dispose or to direct the disposition
of:		Shared
power to
dispose or
to direct
the
disposition
of:
Aaron Edward Frederick Rankin2,733,5555.3 %691,6622,041,893691,6622,041,893
Yeming Shi Rankin2,041,8934.0 %02,041,89302,041,893

Mr. Rankin has the sole power to vote and dispose of 10,950 shares of Class A Common Stock held directly and 680,712 shares of Class B common stock held in the Aaron Edward Frederick Rankin Revocable Trust, of which Mr. Rankin serves as the sole trustee.
In addition, Mr. Rankin and Mrs. Rankin may be deemed to have shared voting and dispositive power with respect to 2,041,893 shares of Class B common stock held in various family trusts, of which Mrs. Rankin serves as the trustee. Mr. Rankin disclaims beneficial ownership of such shares.
ITEM 5.    Ownership of Five Percent or Less of a Class.
Not applicable.
ITEM 6.    Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
ITEM 7.    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
ITEM 8.    Identification and Classification of Members of the Group.

Not applicable.
ITEM 9.    Notice of Dissolution of Group.
Not applicable.
ITEM 10.     Certification.

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Not applicable.


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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 2, 2024

AARON EDWARD FREDERICK RANKIN

By:    /s/ Heidi Jonas        
Name:    Heidi Jonas
Title:     Attorney-in-fact for Aaron Edward Frederick Rankin

YEMING SHI RANKIN

By:    /s/ Yeming Shi Rankin        

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LIST OF EXHIBITS



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