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