Sprout Social Inc.

12/13/2024 | Press release | Distributed by Public on 12/13/2024 15:28

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Howard Justyn Russell
2. Issuer Name and Ticker or Trading Symbol
Sprout Social, Inc. [SPT] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Chair
(Last) (First) (Middle)
131 SOUTH DEARBORN ST., SUITE 700 		3. Date of Earliest Transaction (Month/Day/Year)
12/12/2024
(Street)
CHICAGO, IL 60603 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 12/12/2024 G(1) 20,000 D $ 0 272,389(2) D
Class A Common Stock 12/12/2024 G(1) 20,000 A $ 0 27,417 I See footnote(3)
Class A Common Stock 12/12/2024 C(4) 20,000 A $ 0 47,417 I See footnote(3)
Class A Common Stock 12/12/2024 S(4) 31,719 D $34.467(5) 15,698 I See footnote(3)
Class A Common Stock 12/12/2024 S(4) 8,281 D $34.975(6) 7,417 I See footnote(3)
Class A Common Stock 12/13/2024 G(7) 39,719 D $ 0 232,670(2) D
Class A Common Stock 12/13/2024 G(7) 39,719 A $ 0 47,136 I See footnote(3)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (8) 12/12/2024 C(4) 20,000 (8) (8) Class A Common Stock 20,000 $ 0 2,041,471 I See footnote(3)
Class B Common Stock (8) (8) (8) Class A Common Stock 518,874 518,874 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Howard Justyn Russell
131 SOUTH DEARBORN ST.
SUITE 700
CHICAGO, IL 60603 		X X Executive Chair

Signatures

/s/ Heidi Jonas, Attorney-in-fact for Justyn R. Howard 12/13/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On December 12, 2024, the Reporting Person made a bona fide gift of 20,000 shares of Class A Common Stock to the JRH Revocable Trust, of which the Reporting Person serves as the sole trustee, pursuant to funding a 10b5-1 plan adopted by the Reporting Person on September 10, 2024 (the "10b5-1 Plan").
(2) The total reported in column 5 includes: (1) 3,692 reported restricted stock units ("RSUs") which vest in 1 quarterly installment on March 1, 2025; (2) 30,770 reported RSUs which vest in 5 equal quarterly installments beginning on March 1, 2025; (3) 63,994 reported RSUs of which vest in 9 equal quarterly installments beginning on March 1, 2025; and (4) 118,724 reported RSUs of which 25% will vest on March 1, 2025 with the remaining RSUs vesting in 12 equal quarterly installments beginning on June 1, 2025. Each RSU represents the contingent right to receive one share of Class A Common Stock of the Issuer and does not expire.
(3) After giving effect to the transactions reported herein, this represents (i) 47,136 shares of Class A common stock and 1,286,471 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.
(4) This transaction occurred under the 10b5-1 Plan.
(5) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.90 to $34.89 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.
(6) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.90 to $35.12 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.
(7) On December 13, 2024, the Reporting Person made a bona fide gift of 39,719 shares of Class A Common Stock to the JRH Revocable Trust, of which the Reporting Person serves as the sole trustee, pursuant to funding the 10b5-1 Plan.
(8) 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.