Justyn R. Howard - Jan 10, 2022 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
Jan 10, 2022
Transactions value $
-$1,454,681
Form type
4
Date filed
1/11/2022, 03:05 PM
Previous filing
Dec 9, 2021
Next filing
Feb 9, 2022

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 Jan 10, 2022 See footnote F1
transaction SPT Class A Common Stock Sale -$239K -3.38K -16.92% $70.58 16.6K Jan 10, 2022 See footnote F1, F2
transaction SPT Class A Common Stock Sale -$426K -5.95K -35.79% $71.69 10.7K Jan 10, 2022 See footnote F1, F3
transaction SPT Class A Common Stock Sale -$193K -2.66K -24.9% $72.58 8.01K Jan 10, 2022 See footnote F1, F4
transaction SPT Class A Common Stock Sale -$245K -3.32K -41.48% $73.87 4.69K Jan 10, 2022 See footnote F1, F5
transaction SPT Class A Common Stock Sale -$351K -4.69K -99.94% $74.89 3 Jan 10, 2022 See footnote F1, F6
transaction SPT Class A Common Stock Sale -$226 -3 -100% $75.41 0 Jan 10, 2022 See footnote F1
holding SPT Class A Common Stock 171K Jan 10, 2022 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 -0.71% $0.00 2.8M Jan 10, 2022 Class A Common Stock 20K See foonote F1, F8
holding SPT Class B Common Stock 519K Jan 10, 2022 Class A Common Stock 519K Direct F8
* 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) 2,041,471 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 $70.02 to $71.01 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 $71.17 to $72.15 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 $72.20 to $72.98 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.
F5 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.33 to $74.27 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 $74.33 to $75.28 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) 82,639 reported Restricted Stock Units ("RSUs") of which (i) 8,264 RSUs will vest on March 1, 2022, (ii) 8,264 will vest no later than March 15, 2022, and (iii) the remainder will vest in 8 equal quarterly installments beginning on June 1, 2022; 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.
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.

Remarks:

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