Justyn R. Howard - Jan 9, 2023 Form 4 Insider Report for Sprout Social, Inc. (SPT)

Role
Chairman and CEO, Director, 10%+ Owner
Signature
/s/ Heidi Jonas, Attorney-in-fact for Justyn R. Howard
Stock symbol
SPT
Transactions as of
Jan 9, 2023
Transactions value $
-$1,055,120
Form type
4
Date filed
1/10/2023, 03:01 PM
Previous filing
Dec 9, 2022
Next filing
Feb 9, 2023

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 +20K $0.00 20K Jan 9, 2023 See footnote F1
transaction SPT Class A Common Stock Sale -$140K -2.69K -13.43% $51.97 17.3K Jan 9, 2023 See footnote F1, F2
transaction SPT Class A Common Stock Sale -$720K -13.7K -78.91% $52.69 3.65K Jan 9, 2023 See footnote F1, F3
transaction SPT Class A Common Stock Sale -$196K -3.65K -100% $53.60 0 Jan 9, 2023 See footnote F1, F4
holding SPT Class A Common Stock 239K Jan 9, 2023 Direct F5

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 -20K -0.78% $0.00 2.56M Jan 9, 2023 Class A Common Stock 20K See footnote F1, F6
holding SPT Class B Common Stock 519K Jan 9, 2023 Class A Common Stock 519K Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Following the transactions reported herein, this represents (i) 1,801,471 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.
F2 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.28 to $52.27 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.
F3 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.28 to $53.27 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.
F4 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.28 to $53.99 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 total reported in column 5 includes: (1) 41,320 reported Restricted Stock Units ("RSUs") of which vest in 5 equal quarterly installments beginning on March 1, 2023; (2) 33,227 reported RSUs which vest 9 equal quarterly installments beginning on March 1, 2023; and (3) 98,463 reported RSUs of which 25% will 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.
F6 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.

Remarks:

The transactions reported on this form 4 occurred under a 10b5-1 plan.