Justyn R. Howard - 08 Apr 2022 Form 4 Insider Report for Sprout Social, Inc. (SPT)

Signature
/s/ Heidi Jonas, Attorney-in-fact for Justyn R. Howard
Issuer symbol
SPT
Transactions as of
08 Apr 2022
Net transactions value
-$1,459,213
Form type
4
Filing time
11 Apr 2022, 16:10:49 UTC
Previous filing
09 Mar 2022
Next filing
10 May 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 +20,000 $0.000000 20,000 08 Apr 2022 See footnote F1
transaction SPT Class A Common Stock Sale $794,322 -10,966 -55% $72.44 9,034 08 Apr 2022 See footnote F1, F2
transaction SPT Class A Common Stock Sale $446,446 -6,090 -67% $73.31 2,944 08 Apr 2022 See footnote F1, F3
transaction SPT Class A Common Stock Sale $218,445 -2,944 -100% $74.20 0 08 Apr 2022 See footnote F1, F4
holding SPT Class A Common Stock 255,939 08 Apr 2022 Direct F5

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 -20,000 -0.73% $0.000000 2,736,471 08 Apr 2022 Class A Common Stock 20,000 See foonote F1, F6
holding SPT Class B Common Stock 518,874 08 Apr 2022 Class A Common Stock 518,874 Direct F6
* 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) 1,981,471 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 $71.90 to $72.89 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.
F3 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.90 to $73.85 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 $73.92 to $74.65 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 total reported in column 5 includes: (1) 66,111 reported Restricted Stock Units ("RSUs") of which vest in 8 equal quarterly installments beginning on June 1, 2022; (2) 44,302 reported RSUs which vest 12 equal quarterly installments beginning on June 1, 2022; and (3) 98,463 reported RSUs of which 25% will vest on March 1, 2023 with the remaining RSUs vesting in 12 equal quarterly installments beginning on June 1, 2023. Each RSU represents the contingent right to receive one share of Class A Common Stock of the Issuer and does not expire.
F6 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.