0000899243-20-030890.txt : 20201112 0000899243-20-030890.hdr.sgml : 20201112 20201112213251 ACCESSION NUMBER: 0000899243-20-030890 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191213 FILED AS OF DATE: 20201112 DATE AS OF CHANGE: 20201112 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39156 FILM NUMBER: 201308921 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 FORMER NAME: FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/ DATE OF NAME CHANGE: 20010104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS & CO. LLC CENTRAL INDEX KEY: 0000769993 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39156 FILM NUMBER: 201308922 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 FORMER NAME: FORMER CONFORMED NAME: GOLDMAN SACHS & CO DATE OF NAME CHANGE: 19931102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Broad Street Principal Investments, L.L.C. CENTRAL INDEX KEY: 0001575993 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39156 FILM NUMBER: 201308923 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bridge Street 2016, L.P. CENTRAL INDEX KEY: 0001663982 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39156 FILM NUMBER: 201308924 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282-2198 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282-2198 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stone Street 2016, L.P. CENTRAL INDEX KEY: 0001664071 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39156 FILM NUMBER: 201308925 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282-2198 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282-2198 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MBD 2016, L.P. CENTRAL INDEX KEY: 0001663972 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39156 FILM NUMBER: 201308926 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282-2198 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282-2198 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stone Street 2016 Offshore, L.P. CENTRAL INDEX KEY: 0001664070 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39156 FILM NUMBER: 201308927 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282-2198 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282-2198 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bridge Street 2016 Offshore, L.P. CENTRAL INDEX KEY: 0001663978 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39156 FILM NUMBER: 201308928 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282-2198 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282-2198 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MBD 2016 Offshore, L.P. CENTRAL INDEX KEY: 0001663973 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39156 FILM NUMBER: 201308929 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282-2198 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282-2198 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 doc4.xml FORM 4 SUBMISSION X0306 4 2019-12-13 0 0001517375 Sprout Social, Inc. SPT 0000886982 GOLDMAN SACHS GROUP INC 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0000769993 GOLDMAN SACHS & CO. LLC 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001575993 Broad Street Principal Investments, L.L.C. 200 WEST STREET NEW YORK NY 10282- 0 0 1 0 0001663982 Bridge Street 2016, L.P. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001664071 Stone Street 2016, L.P. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001663972 MBD 2016, L.P. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001664070 Stone Street 2016 Offshore, L.P. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001663978 Bridge Street 2016 Offshore, L.P. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001663973 MBD 2016 Offshore, L.P. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 Class A Common Stock 2019-12-13 4 P 0 15000 18.05 A 10393809 I See Footnotes Class A Common Stock 2019-12-13 4 P 0 300 18.05 A 10394109 I See Footnotes Class A Common Stock 2019-12-13 4 P 0 500 18.01 A 10394609 I See Footnotes Class A Common Stock 2019-12-13 4 P 0 25000 16.64 A 10419609 I See Footnotes Class A Common Stock 2019-12-13 4 S 0 40800 17.19 D 10378809 I See Footnotes Class A Common Stock 2020-07-09 4 P 0 300 28.90 A 10379156 I See Footnotes Class A Common Stock 2020-07-09 4 S 0 300 28.90 D 10378856 I See Footnotes Class A Common Stock 2020-07-09 4 P 0 300 28.90 A 10379156 I See Footnotes Class A Common Stock 2020-07-09 4 S 0 300 28.90 D 10378856 I See Footnotes Class A Common Stock 2020-07-10 4 P 0 50000 28.04 A 10428908 I See Footnotes Class A Common Stock 2020-07-10 4 S 0 50000 28.04 D 10378908 I See Footnotes Class A Common Stock 2020-07-14 4 S 0 100 25.41 D 10378781 I See Footnotes Class A Common Stock 2020-07-14 4 S 0 100 25.39 D 10378681 I See Footnotes Class A Common Stock 2020-07-14 4 S 0 100 25.40 D 10378581 I See Footnotes Class A Common Stock 2020-07-14 4 P 0 300 25.40 A 10378881 I See Footnotes Class A Common Stock 2020-11-12 4 J 0 1401879 50.09 D 7351746 I See Footnotes Without conceding riskless principal trades in connection with client trade facilitation in the ordinary course of business can result in liability under Section 16(b), the amount of profit potentially recoverable by Sprout Social, Inc. (the "Issuer") from the reported transactions has been remitted to the Issuer. These transactions in the Issuer's Class A common stock (the "Common Stock") have not previously been reported on Form 4 and were effected by Goldman Sachs & Co. LLC ("Goldman Sachs") acting as agent on behalf of certain international affiliates that had entered into riskless principal trades in connection with client trade facilitation in the ordinary course of their business. This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), 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"), MBD Advisors, L.L.C. ("MBD Advisors"), and Bridge Street Opportunity Advisors, L.L.C. ("Bridge Street Opportunity Advisors")(together, the "Reporting Persons"). After giving effect to the distribution-in-kind on November 12, 2020: Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 7,351,746 shares of the Common Stock by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 7,251,268 shares of Common Stock held by BSPI, (ii) 38,855 shares of Common Stock held by GS Fund Holdings, L.L.C., (iii) 72 shares of Common Stock held by MBD Advisors, (iv) 144 shares of Common Stock held by Bridge Street Advisors (v) 33 shares of Common Stock held by Bridge Street 2016 Offshore, (vi) 139 shares of Common Stock held by Bridge Street 2016, (continued in footnote 5). (vii) 32 shares of Common Stock held by MBD 2016 Offshore, (viii) 58 shares of Common Stock held by MBD 2016, (ix) 93 shares of Common Stock held by Stone Street 2016 Offshore, (x) 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 (xi) Goldman Sachs may be deemed to beneficially own 60,745 shares of Common Stock. Of the 7,351,746 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. In the November 12, 2020 distribution-in-kind, Mr. Kreuziger received 734 shares of Common Stock in his personal capacity as a limited partner of the GS Funds. 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. Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate. This transaction reflects the distribution of Common Stock pursuant to a pro rata distribution-in-kind by the GS Funds. /s/ Nathan R. Burby, Attorney-in-fact 2020-11-12 /s/ Nathan R. Burby, Attorney-in-fact 2020-11-12 /s/ Nathan R. Burby, Attorney-in-fact 2020-11-12 /s/ Nathan R. Burby, Attorney-in-fact 2020-11-12 /s/ Nathan R. Burby, Attorney-in-fact 2020-11-12 /s/ Nathan R. Burby, Attorney-in-fact 2020-11-12 /s/ Nathan R. Burby, Attorney-in-fact 2020-11-12 /s/ Nathan R. Burby, Attorney-in-fact 2020-11-12 /s/ Nathan R. Burby, Attorney-in-fact 2020-11-12