Joseph Del - May 2, 2023 Form 4 Insider Report for Sprout Social, Inc. (SPT)

Role: CFO and Treasurer
Signature: /s/ Heidi Jonas, Attorney-in-fact for Joseph Del Preto
Stock symbol: SPT
Transactions as of: May 2, 2023
Transactions value $: -$15,324
Form type: 4
Date filed: 5/4/2023, 04:01 PM
Previous filing: Apr 6, 2023
Next filing: May 10, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SPT	Class A Common Stock	Sale	-$15.3K	-315	-0.21%	$48.65	147K	May 2, 2023	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id	Content
F1	Shares sold pursuant to an irrevocable election made on November 21, 2022, in conformity with the requirements of Rule 10b5-1 for the purpose of covering tax obligations upon settlement of restricted stock units ("RSUs").
F2	After giving effect to the transaction reported herein: (1) 8,264 reported RSUs, which vest in 4 equal quarterly installments beginning on June 1, 2023; (2) 6,250 reported RSUs which vest in 6 equal monthly installments beginning on May 29, 2023; (3) 7,383 reported RSUs which vest in 8 equal quarterly installments beginning on June 1, 2023; (4) 26,294 reported RSUs which vest in 12 equal quarterly installments beginning on June 1, 2023; and (5) 40,631 reported RSUs of which 25% will vest on March 1, 2024 with the remaining RSUs vesting in 12 equal quarterly installments beginning on June 1, 2024. Each RSU represents the contingent right to receive one share of Class A Common Stock of the Issuer and does not expire.

Content

Shares sold pursuant to an irrevocable election made on November 21, 2022, in conformity with the requirements of Rule 10b5-1 for the purpose of covering tax obligations upon settlement of restricted stock units ("RSUs").

After giving effect to the transaction reported herein: (1) 8,264 reported RSUs, which vest in 4 equal quarterly installments beginning on June 1, 2023; (2) 6,250 reported RSUs which vest in 6 equal monthly installments beginning on May 29, 2023; (3) 7,383 reported RSUs which vest in 8 equal quarterly installments beginning on June 1, 2023; (4) 26,294 reported RSUs which vest in 12 equal quarterly installments beginning on June 1, 2023; and (5) 40,631 reported RSUs of which 25% will vest on March 1, 2024 with the remaining RSUs vesting in 12 equal quarterly installments beginning on June 1, 2024. Each RSU represents the contingent right to receive one share of Class A Common Stock of the Issuer and does not expire.