SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* GOLDMAN SACHS GROUP INC (Last) (First) (Middle) 200 WEST STREET (Street) NEW YORK NY 10282 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/12/2019	3. Issuer Name and Ticker or Trading Symbol Sprout Social, Inc. [ SPT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, par value $0.0001 value per share	10,378,809(1)(2)(3)(4)	I(2)(3)(4)	See footnotes.(2)(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* GOLDMAN SACHS GROUP INC (Last) (First) (Middle) 200 WEST STREET (Street) NEW YORK NY 10282 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GOLDMAN SACHS & CO. LLC (Last) (First) (Middle) 200 WEST STREET (Street) NEW YORK NY 10282 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Broad Street Principal Investments, L.L.C. (Last) (First) (Middle) 200 WEST STREET (Street) NEW YORK NY 10282 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Bridge Street 2016, L.P. (Last) (First) (Middle) 200 WEST STREET (Street) NEW YORK NY 10282 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MBD 2016, L.P. (Last) (First) (Middle) 200 WEST STREET (Street) NEW YORK NY 10282 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Stone Street 2016, L.P. (Last) (First) (Middle) 200 WEST STREET (Street) NEW YORK NY 10282 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Stone Street 2016 Offshore, L.P. (Last) (First) (Middle) 200 WEST STREET (Street) NEW YORK NY 10282 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Bridge Street 2016 Offshore, L.P. (Last) (First) (Middle) 200 WEST STREET (Street) NEW YORK NY 10282 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MBD 2016 Offshore, L.P. (Last) (First) (Middle) 200 WEST STREET (Street) NEW YORK NY 10282 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This statement is being filed by 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"), and Stone Street 2016, L.P. ("Stone Street 2016") (together, the "Reporting Persons").

2. Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 10,378,809 shares of Class A Common Stock, par value $0.0001 value per share ("Common Stock"), of Sprout Social, Inc. (the "Issuer") by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 8,976,268 shares of Class A common stock issuable upon the conversion of shares of preferred stock held by BSPI, (ii) 207,345 shares of Class A common stock issuable upon the conversion of shares of preferred stock held by Bridge Street 2016 Offshore, (iii) 641,465 shares of Class A common stock issuable upon the conversion of shares of preferred stock held by Bridge Street 2016, (iv) 71,797 shares of Class A common stock issuable upon the conversion of shares of preferred stock held by MBD 2016 Offshore, (v) 158,481 shares of Class A common stock issuable upon the conversion of shares of preferred stock held by MBD 2016, (continued in footnote 3)

3. (vi) 100,161 shares of Class A common stock issuable upon the conversion of shares of preferred stock held by Stone Street 2016 Offshore and (vii) 223,292 shares of Class A common stock issuable upon the conversion of shares of preferred stock held by Stone Street 2016 (Bridge Street Offshore 2016, Bridge Street 2016, MBD 2016 Offshore, MBD 2016, Stone Street Offshore 2016 and Stone Street 2016, together, the "GS Funds") because 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 Reporting Persons. Goldman Sachs is a wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of the GS Funds.

4. 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.

Remarks:

	/s/ Nathan R. Burby, Attorney-in-fact	12/12/2019
	/s/ Nathan R. Burby, Attorney-in-fact	12/12/2019
	/s/ Nathan R. Burby, Attorney-in-fact	12/12/2019
	/s/ Nathan R. Burby, Attorney-in-fact	12/12/2019
	/s/ Nathan R. Burby, Attorney-in-fact	12/12/2019
	/s/ Nathan R. Burby, Attorney-in-fact	12/12/2019
	/s/ Nathan R. Burby, Attorney-in-fact	12/12/2019
	/s/ Nathan R. Burby, Attorney-in-fact	12/12/2019
	/s/ Nathan R. Burby, Attorney-in-fact	12/12/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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