SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Sprout Social, Inc. [ SPT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/22/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 02/22/2021 | C | 17,000 | A | $0.00 | 17,000 | I | See footnote(1) | ||
| Class A Common Stock | 02/22/2021 | S | 1,410 | D | $70.452(2) | 15,590 | I | See footnote(1) | ||
| Class A Common Stock | 02/22/2021 | S | 1,474 | D | $71.23(3) | 14,116 | I | See footnote(1) | ||
| Class A Common Stock | 02/22/2021 | S | 1,000 | D | $72.588(4) | 13,116 | I | See footnote(1) | ||
| Class A Common Stock | 02/22/2021 | S | 6 | D | $73.17 | 13,110 | I | See footnote(1) | ||
| Class A Common Stock | 02/22/2021 | S | 600 | D | $74.807(5) | 12,510 | I | See footnote(1) | ||
| Class A Common Stock | 02/22/2021 | S | 100 | D | $75.46 | 12,410 | I | See footnote(1) | ||
| Class A Common Stock | 02/22/2021 | S | 3,477 | D | $70.225(6) | 8,933 | I | See footnote(1) | ||
| Class A Common Stock | 02/22/2021 | S | 4,165 | D | $71.099(7) | 4,768 | I | See footnote(1) | ||
| Class A Common Stock | 02/22/2021 | S | 2,368 | D | $72.229(8) | 2,400 | I | See footnote(1) | ||
| Class A Common Stock | 02/22/2021 | S | 600 | D | $73.143(9) | 1,800 | I | See footnote(1) | ||
| Class A Common Stock | 02/22/2021 | S | 1,203 | D | $74.404(10) | 597 | I | See footnote(1) | ||
| Class A Common Stock | 02/22/2021 | S | 597 | D | $75.226(11) | 0.00 | I | See footnote(1) | ||
| Class A Common Stock | 02/23/2021 | C | 17,000 | A | $0.00 | 17,000 | I | See footnote(1) | ||
| Class A Common Stock | 02/23/2021 | S | 200 | D | $63.58(12) | 16,800 | I | See footnote(1) | ||
| Class A Common Stock | 02/23/2021 | S | 300 | D | $64.38 | 16,500 | I | See footnote(1) | ||
| Class A Common Stock | 02/23/2021 | S | 500 | D | $66.042(13) | 16,000 | I | See footnote(1) | ||
| Class A Common Stock | 02/23/2021 | S | 1,601 | D | $66.929(14) | 14,399 | I | See footnote(1) | ||
| Class A Common Stock | 02/23/2021 | S | 1,789 | D | $67.973(15) | 12,610 | I | See footnote(1) | ||
| Class A Common Stock | 02/23/2021 | S | 200 | D | $68.9(16) | 12,410 | I | See footnote(1) | ||
| Class A Common Stock | 02/23/2021 | S | 1,000 | D | $64.017(17) | 11,410 | I | See footnote(1) | ||
| Class A Common Stock | 02/23/2021 | S | 2,500 | D | $66.193(18) | 8,910 | I | See footnote(1) | ||
| Class A Common Stock | 02/23/2021 | S | 3,884 | D | $67.083(19) | 5,026 | I | See footnote(1) | ||
| Class A Common Stock | 02/23/2021 | S | 4,126 | D | $67.941(20) | 900 | I | See footnote(1) | ||
| Class A Common Stock | 02/23/2021 | S | 900 | D | $68.883(21) | 0.00 | I | See footnote(1) | ||
| Class A Common Stock | 31,882(22) | D | ||||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (23) | 02/22/2021 | C | 17,000 | (23) | (23) | Class A Common Stock | 17,000 | $0.00 | 3,630,701 | I | See footnote(1) | |||
| Class B Common Stock | (23) | 02/23/2021 | C | 17,000 | (23) | (23) | Class A Common Stock | 17,000 | $0.00 | 3,613,701 | I | See footnote(1) | |||
| Explanation of Responses: |
| 1. Following the transactions reported herein, this represents (i) 988,378 shares of Class B common stock held by the Aaron Edward Frederick Rankin Revocable Trust, of which Mr. Rankin serves as the sole trustee; (ii) 1,250,962 shares of Class B common stock held by the Rankin Family 2013 Trust, of which Yeming Shi Rankin, Mr. Rankin's spouse, serves as the sole trustee; and (iii) 1,374,361 shares of Class B common stock held by the Rankin Family 2013 Non-Exempt Trust, of which Yeming Shi Rankin serves as the sole trustee. Yeming Shi Rankin may be deemed to have sole voting and dispositive power with respect to the Class B common stock held by, each of the Rankin Family 2013 Trust and the Rankin Family 2013 Non-Exempt Trust. |
| 2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.95 to $70.92 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. |
| 3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.00 to $71.83 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. |
| 4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.17 to $73.05 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. |
| 5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.44 to $75.06 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. |
| 6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.70 to $70.65 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. |
| 7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.73 to $71.71 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. |
| 8. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.80 to $72.73 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. |
| 9. 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 $73.86 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. |
| 10. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.03 to $74.99 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. |
| 11. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.06 to $75.57 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. |
| 12. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.38 to $63.78 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. |
| 13. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.48 to $66.23 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. |
| 14. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.55 to $67.49 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. |
| 15. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.63 to $68.47 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. |
| 16. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.79 to $69.01 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. |
| 17. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.52 to $64.49 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. |
| 18. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.56 to $66.55 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. |
| 19. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.56 to $67.50 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. |
| 20. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.56 to $68.47 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. |
| 21. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.60 to $69.35 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. |
| 22. The total reported in column 5 includes: (1) 22,037 reported Restricted Stock Units ("RSUs"), of which 25% vest on March 1, 2021 with the remaining RSUs vesting in 12 equal quarterly installments beginning on June 1, 2021; and (2) 9,845 reported RSUs of which 25% 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. |
| 23. 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. |
| /s/ Heidi Jonas, Attorney-in-fact for Aaron E.F. Rankin | 02/24/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||