Justyn R. Howard - Dec 12, 2024 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
Dec 12, 2024
Transactions value $
-$1,382,887
Form type
4
Date filed
12/13/2024, 04:27 PM
Previous filing
Dec 4, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SPT Class A Common Stock Gift $0 -20K -6.84% $0.00 272K Dec 12, 2024 Direct F1, F2
transaction SPT Class A Common Stock Gift $0 +20K +269.65% $0.00 27.4K Dec 12, 2024 See footnote F1, F3
transaction SPT Class A Common Stock Conversion of derivative security $0 +20K +72.95% $0.00 47.4K Dec 12, 2024 See footnote F3, F4
transaction SPT Class A Common Stock Sale -$1.09M -31.7K -66.89% $34.47 15.7K Dec 12, 2024 See footnote F3, F4, F5
transaction SPT Class A Common Stock Sale -$290K -8.28K -52.75% $34.98 7.42K Dec 12, 2024 See footnote F3, F4, F6
transaction SPT Class A Common Stock Gift $0 -39.7K -14.58% $0.00 233K Dec 13, 2024 Direct F2, F7
transaction SPT Class A Common Stock Gift $0 +39.7K +535.51% $0.00 47.1K Dec 13, 2024 See footnote F3, 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 -0.97% $0.00 2.04M Dec 12, 2024 Class A Common Stock 20K See footnote F3, F4, F8
holding SPT Class B Common Stock 519K Dec 12, 2024 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 On December 12, 2024, the Reporting Person made a bona fide gift of 20,000 shares of Class A Common Stock to the JRH Revocable Trust, of which the Reporting Person serves as the sole trustee, pursuant to funding a 10b5-1 plan adopted by the Reporting Person on September 10, 2024 (the "10b5-1 Plan").
F2 The total reported in column 5 includes: (1) 3,692 reported restricted stock units ("RSUs") which vest in 1 quarterly installment on March 1, 2025; (2) 30,770 reported RSUs which vest in 5 equal quarterly installments beginning on March 1, 2025; (3) 63,994 reported RSUs of which vest in 9 equal quarterly installments beginning on March 1, 2025; and (4) 118,724 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. Each RSU represents the contingent right to receive one share of Class A Common Stock of the Issuer and does not expire.
F3 After giving effect to the transactions reported herein, this represents (i) 47,136 shares of Class A common stock and 1,286,471 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.
F4 This transaction occurred under the 10b5-1 Plan.
F5 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.90 to $34.89 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.
F6 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.90 to $35.12 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 On December 13, 2024, the Reporting Person made a bona fide gift of 39,719 shares of Class A Common Stock to the JRH Revocable Trust, of which the Reporting Person serves as the sole trustee, pursuant to funding the 10b5-1 Plan.
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.