Justyn R. Howard - Nov 8, 2023 Form 4 Insider Report for Sprout Social, Inc. (SPT)

Signature
/s/ Heidi Jonas, Attorney-in-fact for Justyn R. Howard
Stock symbol
SPT
Transactions as of
Nov 8, 2023
Transactions value $
-$1,949,165
Form type
4
Date filed
11/13/2023, 04:01 PM
Previous filing
Sep 7, 2023
Next filing
Dec 5, 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 Nov 8, 2023 See footnote F1, F2
transaction SPT Class A Common Stock Sale -$464K -9.36K -46.79% $49.59 10.6K Nov 8, 2023 See footnote F1, F2, F3
transaction SPT Class A Common Stock Sale -$508K -10.1K -94.9% $50.28 543 Nov 8, 2023 See footnote F1, F2, F4
transaction SPT Class A Common Stock Sale -$27.7K -543 -100% $50.94 0 Nov 8, 2023 See footnote F1, F2, F5
transaction SPT Class A Common Stock Conversion of derivative security $0 +20K $0.00 20K Nov 9, 2023 See footnote F2
transaction SPT Class A Common Stock Sale -$950K -20K -100% $47.48 0 Nov 9, 2023 See footnote F2, F6
holding SPT Class A Common Stock 320K Nov 8, 2023 Direct F7

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 -0.84% $0.00 2.36M Nov 8, 2023 Class A Common Stock 20K See footnote F1, F2, F8
transaction SPT Class B Common Stock Conversion of derivative security $0 -20K -0.85% $0.00 2.34M Nov 9, 2023 Class A Common Stock 20K See footnote F2, F8
holding SPT Class B Common Stock 519K Nov 8, 2023 Class A Common Stock 519K Direct F8
* 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 This transaction occurred under a 10b5-1 plan adopted by the Reporting Person on August 10, 2023.
F2 After giving effect to the transactions reported herein, this represents (i) 1,586,471 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.
F3 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.86 to $49.85 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 $49.88 to $50.87 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 $50.88 to $51.10 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 $47.18 to $47.98 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 total reported in column 5 includes: (1) 16,528 reported Restricted Stock Units ("RSUs") which vest in 2 equal quarterly installments beginning on December 1, 2023; (2) 22,151 reported RSUs which vest in 6 equal quarterly installments beginning on December 1, 2023; (3) 61,539 reported RSUs which vest in 10 equal quarterly installments beginning on December 1, 2023; and (4) 113,766 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.
F8 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.