Ryan Paul Barretto - Oct 7, 2024 Form 4 Insider Report for Sprout Social, Inc. (SPT)

Signature
/s/ Heidi Jonas, Attorney-in-fact for Ryan Paul Barretto
Stock symbol
SPT
Transactions as of
Oct 7, 2024
Transactions value $
-$474,601
Form type
4
Date filed
10/8/2024, 04:28 PM
Previous filing
Oct 2, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SPT Class A Common Stock Sale -$463K -16.4K -8.77% $28.23 171K Oct 7, 2024 See Footnote F1, F2
transaction SPT Class A Common Stock Sale -$11.6K -400 -0.23% $29.11 170K Oct 7, 2024 See Footnote F2, F3
holding SPT Class A Common Stock 560K Oct 7, 2024 Direct F4, F5
* 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 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.90 to $28.89 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.
F2 After giving effect to the transactions reported herein, this amount represents: (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) 110,175 shares of Issuer Class A Common Stock held by the Ryan Paul Barretto Revocable Trust, of which Mr. Barretto 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 $29.01 to $29.19 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 total reported in Column 5 includes: (1) 7,500 reported RSUs which vest in 1 installment on December 1, 2024; (2) 7,500 reported RSUs which vest in 2 equal quarterly installments beginning on December 1, 2024; (3) 30,000 reported RSUs which vest in 4 equal quarterly installments beginning on December 1, 2024; (4) 22,500 reported RSUs which vest in 6 equal quarterly installments beginning on December 1, 2024; (5) 75,000 reported RSUs which vest in 10 equal quarterly installments beginning on December 1, 2024; (6) 37,585 reported RSUs which vest in 10 equal quarterly installments beginning on December 1, 2024; (7) 69,538 reported RSUs of which 25% will vest on March 1, 2025 with the remaining RSUs vesting in 12 equal quarterly installments beginning on June 1, 2025; and (8) 88,999 reported RSUs of which 25% will vest on October 1, 2025 with the remaining RSUs vesting in 12 equal quarterly installments beginning on January 1, 2026.
F5 Each RSU represents the contingent right to receive one share of Class A Common Stock of the Issuer and does not expire.

Remarks:

The transactions in this Form 4 occurred under a 10b5-1 plan adopted by the Reporting Person on August 31, 2023.