Justyn R. Howard - Nov 8, 2021 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, 2021
Transactions value $
-$2,618,752
Form type
4
Date filed
11/9/2021, 05:25 PM
Previous filing
Oct 12, 2021
Next filing
Dec 9, 2021

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, 2021 See footnote F1
transaction SPT Class A Common Stock Sale -$165K -1.3K -6.5% $127.22 18.7K Nov 8, 2021 See footnote F1, F2
transaction SPT Class A Common Stock Sale -$64.3K -500 -2.67% $128.68 18.2K Nov 8, 2021 See footnote F1, F3
transaction SPT Class A Common Stock Sale -$272K -2.1K -11.54% $129.69 16.1K Nov 8, 2021 See footnote F1, F4
transaction SPT Class A Common Stock Sale -$859K -6.57K -40.78% $130.84 9.54K Nov 8, 2021 See footnote F1, F5
transaction SPT Class A Common Stock Sale -$934K -7.09K -74.4% $131.72 2.44K Nov 8, 2021 See footnote F1, F6
transaction SPT Class A Common Stock Sale -$323K -2.44K -100% $132.43 0 Nov 8, 2021 See footnote F1, F7
holding SPT Class A Common Stock 171K Nov 8, 2021 Direct F8

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 -0.7% $0.00 2.84M Nov 8, 2021 Class A Common Stock 20K See foonote F1, F9
holding SPT Class B Common Stock 519K Nov 8, 2021 Class A Common Stock 519K Direct F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Following the transactions reported herein, this represents (i) 2,081,471 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.
F2 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $127.02 to $127.95 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.
F3 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $128.10 to $129.04 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 $129.15 to $130.13 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 $130.20 to $131.19 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.
F6 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $131.20 to $132.18 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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $132.20 to $132.81 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.
F8 The total reported in column 5 includes: (1) 82,639 reported Restricted Stock Units ("RSUs"), which vest in 10 equal quarterly installments beginning on December 1, 2021; and (2) 59,070 reported RSUs of which 25% will vest on March 1, 2022, with the remaining RSUs vesting in 12 equal quarterly installments beginning on June 1, 2022. Each RSU represents the contingent right to receive one share of Class A Common Stock of the Issuer and does not expire.
F9 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.

Remarks:

The transactions disclosed in this form 4 occurred under a 10b5-1 plan.