Aaron E. F. Rankin - Nov 15, 2022 Form 4 Insider Report for Sprout Social, Inc. (SPT)

Signature
/s/ Heidi Jonas, Attorney-in-fact for Aaron E.F. Rankin
Stock symbol
SPT
Transactions as of
Nov 15, 2022
Transactions value $
-$2,448,928
Form type
4
Date filed
11/16/2022, 03:31 PM
Previous filing
Oct 12, 2022
Next filing
Dec 5, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SPT Class A Common Stock Conversion of derivative security $0 +29K $0.00 29K Nov 11, 2022 See footnote F1, F2
transaction SPT Class A Common Stock Gift $0 -29K -100% $0.00* 0 Nov 11, 2022 See footnote F1, F2
transaction SPT Class A Common Stock Conversion of derivative security $0 +37.2K $0.00 37.2K Nov 15, 2022 See footnote F2, F3
transaction SPT Class A Common Stock Sale -$728K -11.2K -30.05% $65.11 26K Nov 15, 2022 See footnote F2, F3, F4
transaction SPT Class A Common Stock Sale -$177K -2.7K -10.38% $65.69 23.3K Nov 15, 2022 See footnote F2, F3, F5
transaction SPT Class A Common Stock Sale -$101K -1.5K -6.43% $67.05 21.8K Nov 15, 2022 See footnote F2, F3, F6
transaction SPT Class A Common Stock Sale -$218K -3.22K -14.76% $67.83 18.6K Nov 15, 2022 See footnote F2, F3, F7
transaction SPT Class A Common Stock Sale -$805K -12.4K -66.47% $65.15 6.24K Nov 15, 2022 See footnote F2, F3, F8
transaction SPT Class A Common Stock Sale -$98.2K -1.49K -23.89% $65.91 4.75K Nov 15, 2022 See footnote F2, F3, F9
transaction SPT Class A Common Stock Sale -$245K -3.64K -76.57% $67.48 1.11K Nov 15, 2022 See footnote F2, F3, F10
transaction SPT Class A Common Stock Sale -$75.7K -1.11K -100% $68.07 0 Nov 15, 2022 See footnote F2, F3, F11
holding SPT Class A Common Stock 32K Nov 15, 2022 Direct F12

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SPT Class B Common Stock Conversion of derivative security $0 -29K -0.99% $0.00 2.89M Nov 11, 2022 Class A Common Stock 29K See footnote F1, F2, F13
transaction SPT Class B Common Stock Conversion of derivative security $0 -37.2K -1.29% $0.00 2.85M Nov 15, 2022 Class A Common Stock 37.2K See footnote F2, F3, F13
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On November 11, 2022, the reporting person made a bona fide gift of 29,000 shares of Issuer Common Stock to a 501(c)(3) charitable organization of which the reporting person is a director. This transaction is being reported on a voluntary basis pursuant to General Instruction 4(a) of SEC Form 4.
F2 Following the transactions reported herein, this represents (i) 759,712 shares of Class B common stock held by the Aaron Edward Frederick Rankin Revocable Trust, of which Mr. Rankin serves as the sole trustee; (ii) 1,250,962 shares of Class B common stock held by the Rankin Family 2013 Trust, of which Yeming Shi Rankin, Mr. Rankin's spouse, serves as the sole trustee; and (iii) 841,831 shares of Class B common stock held by the Rankin Family 2013 Non-Exempt Trust, of which Yeming Shi Rankin serves as the sole trustee. Yeming Shi Rankin may be deemed to have sole voting and dispositive power with respect to the Class B common stock held by, each of the Rankin Family 2013 Trust and the Rankin Family 2013 Non-Exempt Trust.
F3 This transaction occurred under a 10b5-1 plan.
F4 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.37 to $65.36 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.
F5 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.37 to $66.25 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.
F6 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.47 to $67.44 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.
F7 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.49 to $68.42 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.
F8 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.50 to $65.49 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.
F9 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.50 to $66.25 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.
F10 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.80 to $67.79 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.
F11 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.83 to $68.59 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.
F12 This total reported in column 5 includes: (1) 8,264 reported Restricted Stock Units ("RSUs") which vest in 6 equal quarterly installments beginning on December 1, 2022; (2) 6,153 reported RSUs which vest in 10 equal quarterly installments beginning on December 1, 2022; and (3) 16,411 reported RSUs of which 25% vest on March 1, 2023 with the remaining RSUs vesting in 12 equal quarterly installments beginning on June 1, 2023. Each RSU represents the contingent right to receive one share of Class A Common Stock of the Issuer and does not expire.
F13 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.