Advisors, L.L.C. MBD Form 4 Sprout Social / Advisors, L.L.C. MBD ownership change

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

MBD Advisors, L.L.C.

(Last)

(First)

(Middle)

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Sprout Social, Inc. [ SPT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/13/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	12/13/2019		P		15,000	A	$18.05	10,393,809⁽⁴⁾⁽⁵⁾⁽⁶⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	12/13/2019		P		300	A	$18.05	10,394,109⁽⁴⁾⁽⁵⁾⁽⁶⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	12/13/2019		P		500	A	$18.01	10,394,609⁽⁴⁾⁽⁵⁾⁽⁶⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	12/13/2019		P		25,000	A	$16.64	10,419,609⁽⁴⁾⁽⁵⁾⁽⁶⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	12/13/2019		S		40,800	D	$17.19	10,378,809⁽⁴⁾⁽⁵⁾⁽⁶⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	07/09/2020		P		300	A	$28.9	10,379,156⁽⁴⁾⁽⁵⁾⁽⁶⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	07/09/2020		S		300	D	$28.9	10,378,856⁽⁴⁾⁽⁵⁾⁽⁶⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	07/09/2020		P		300	A	$28.9	10,379,156⁽⁴⁾⁽⁵⁾⁽⁶⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	07/09/2020		S		300	D	$28.9	10,378,856⁽⁴⁾⁽⁵⁾⁽⁶⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	07/10/2020		P		50,000	A	$28.04	10,428,908⁽⁴⁾⁽⁵⁾⁽⁶⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	07/10/2020		S		50,000	D	$28.04	10,378,908⁽⁴⁾⁽⁵⁾⁽⁶⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	07/14/2020		S		100	D	$25.41	10,378,781⁽⁴⁾⁽⁵⁾⁽⁶⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	07/14/2020		S		100	D	$25.39	10,378,681⁽⁴⁾⁽⁵⁾⁽⁶⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	07/14/2020		S		100	D	$25.4	10,378,581⁽⁴⁾⁽⁵⁾⁽⁶⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	07/14/2020		P		300	A	$25.4	10,378,881⁽⁴⁾⁽⁵⁾⁽⁶⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Class A Common Stock⁽¹⁾⁽³⁾⁽⁴⁾⁽⁸⁾	11/12/2020		J⁽⁸⁾		1,401,879	D	$50.09	7,351,746⁽⁴⁾⁽⁵⁾⁽⁶⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

MBD Advisors, L.L.C.

(Last)

(First)

(Middle)

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Bridge Street Opportunity Advisors, L.L.C.

(Last)

(First)

(Middle)

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

Explanation of Responses:

1. Without conceding riskless principal trades in connection with client trade facilitation in the ordinary course of business can result in liability under Section 16(b), the amount of profit potentially recoverable by Sprout Social, Inc. (the "Issuer") from the reported transactions has been remitted to the Issuer.

2. These transactions in the Issuer's Class A common stock (the "Common Stock") have not previously been reported on Form 4 and were effected by Goldman Sachs & Co. LLC ("Goldman Sachs") acting as agent on behalf of certain international affiliates that had entered into riskless principal trades in connection with client trade facilitation in the ordinary course of their business.

3. This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs, Broad Street Principal Investments, L.L.C. ("BSPI"), Bridge Street 2016 Offshore, L.P. ("Bridge Street 2016 Offshore"), Bridge Street 2016, L.P. ("Bridge Street 2016"), MBD 2016 Offshore, L.P. ("MBD 2016 Offshore"), MBD 2016, L.P. ("MBD 2016"), Stone Street 2016 Offshore, L.P. ("Stone Street 2016 Offshore"), Stone Street 2016, L.P. ("Stone Street 2016"), MBD Advisors, L.L.C. ("MBD Advisors"), and Bridge Street Opportunity Advisors, L.L.C. ("Bridge Street Opportunity Advisors", together, the "Reporting Persons").

4. After giving effect to the distribution-in-kind on November 12, 2020: Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 7,351,746 shares of the Common Stock by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 7,251,268 shares, of Common Stock held by BSPI, (ii) 38,855 shares of Common Stock held by GS Fund Holdings, L.L.C., (iii) 72 shares of Common Stock held by MBD Advisors, (iv) 144 shares of Common Stock held by Bridge Street Advisors, (v) 33 shares of Common Stock held by Bridge Street 2016 Offshore, (vi) 139 shares of Common Stock held by Bridge Street 2016, (continued in footnote 5).

5. (vii) 32 shares of Common Stock held by MBD 2016 Offshore, (viii) 58 shares of Common Stock held by MBD 2016, (ix) 93 shares of Common Stock held by Stone Street 2016 Offshore, (x) 307 shares of Common Stock held by Stone Street 2016 (Bridge Street Offshore 2016, Bridge Street 2016, MBD 2016 Offshore, MBD 2016, Stone Street Offshore 2016, Stone Street 2016, together, the "GS Funds") because Goldman Sachs is the investment manager of the GS Funds and affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner, managing general partner, managing partner, managing member or member of each of the GS Funds, and (xi) Goldman Sachs may be deemed to beneficially own 60,745 shares of Common Stock.

6. Of the 7,351,746 shares of Common Stock, GS Group may be deemed to hold 6,420 Restricted Stock Units ("RSUs") granted to Mr. Jason Kreuziger, Managing Director of Goldman Sachs. The RSUs will vest on the earlier of (i) the day immediately preceding the date of the first annual meeting of the Issuer's stockholders following the date of the grant and (ii) the first anniversary of the date of grant. Each RSU represents a contingent right to receive one share of Common Stock of the Issuer and has no expiration date. In the November 12, 2020 distribution-in-kind, Mr. Kreuziger received 734 shares of Common Stock in his personal capacity as a limited partner of the GS Funds.

7. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Exchange Act, or for any other purpose. Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

8. This transaction reflects the distribution of Common Stock pursuant to a pro rata distribution-in-kind by the GS Funds.

Remarks:

	/s/ Nathan R. Burby, Attorney-in-fact	11/12/2020
	/s/ Nathan R. Burby, Attorney-in-fact	11/12/2020
	** 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.

Advisors, L.L.C. MBD Form 4Sprout Social / Advisors, L.L.C. MBD ownership change