Ryan Paul Barretto - Aug 3, 2023 Form 4 Insider Report for Sprout Social, Inc. (SPT)

Role
President
Signature
/s/ Heidi Jonas, Attorney-in-fact for Ryan Paul Barretto
Stock symbol
SPT
Transactions as of
Aug 3, 2023
Transactions value $
-$578,201
Form type
4
Date filed
8/7/2023, 04:02 PM
Previous filing
Jul 6, 2023
Next filing
Sep 6, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SPT Class A Common Stock Award $16.9K +432 +0.09% $39.24 481K Jun 30, 2023 Direct F1, F2, F3
transaction SPT Class A Common Stock Sale -$515K -9.7K -3.82% $53.08 244K Aug 3, 2023 See Footnote F4, F5, F6
transaction SPT Class A Common Stock Sale -$80.3K -1.5K -0.61% $53.50 243K Aug 3, 2023 See Footnote F4, F6, F7
* 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 purchased pursuant to the Issuer's 2019 Employee Stock Purchase Plan ("ESPP"), for the purchase period of April 1, 2023 through June 30, 2023. This transaction is exempt from Rule16b-3(d) and Rule16b-3(c). In accordance with the ESPP, 431.555 shares were purchased at a price equal to 85% of the closing price of Issuer's Class A Common Stock on June 30, 2023. The ESPP provides for the purchase of fractional shares. The numbers reported herein are rounded to the nearest whole number.
F2 The total reported in Column 5 includes: (1) 22,500 reported Restricted Stock Units ("RSUs") which vest in 4 equal quarterly installments beginning on September 1, 2023; (2) 45,000 reported RSUs which vest in 6 equal quarterly installments beginning on September 1, 2023; (3) 26,250 reported RSUs which vest in 7 equal quarterly installments beginning on September 1, 2023; (4) 67,500 reported RSUs which vest in 9 equal quarterly installments beginning on September 1, 2023; (5) 41,250 reported RSUs which vest in 11 equal quarterly installments beginning on September 1, 2023; (6) 120,000 reported RSUs of which 25% will vest on March 1, 2024, with the remaining portion vesting in 12 equal quarterly installments beginning on June 1, 2024; and (7) 60,134 reported RSUs of which 25% will vest on March 1, 2024, with the remaining portion vesting in 12 equal quarterly installments beginning on June 1, 2024.
F3 Each RSU represents the contingent right to receive one share of Class A Common Stock of the Issuer and does not expire.
F4 This transaction occurred under a 10b5-1 plan adopted by the Reporting Person on November 8, 2022.
F5 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.45 to $53.43 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 After giving effect to the transactions reported herein: (i) 60,000 shares of Issuer Class A Common Stock held by the Ryan Paul Barretto 2020 Gift Trust, of which Mr. Barretto's spouse is the sole trustee; and (ii) 182,975 shares of Issuer Class A Common Stock held by the Ryan Paul Barretto Revocable Trust, of which Mr. Barretto serves as the sole trustee.
F7 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.45 to $53.68 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.