Stone Street 2016 Form 4 Sprout Social / Street Principal Investments, L.L.C. Broad 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

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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^*

GOLDMAN SACHS GROUP INC

(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)

X	Director	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⁾	12/13/2019		P		5,000	A	$18.05	10,383,809⁽⁴⁾⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾	12/13/2019		S		5,000	D	$18.05	10,378,809⁽⁴⁾⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾	12/13/2019		P		25,000	A	$16.72	10,403,809⁽⁴⁾⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾	12/13/2019		S		25,000	D	$16.72	10,378,809⁽⁴⁾⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾	12/13/2019		P		15,000	A	$17	10,393,809⁽⁴⁾⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾	12/13/2019		S		15,000	D	$17	10,378,809⁽⁴⁾⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾	12/13/2019		P		444	A	$18.05	10,379,253⁽⁴⁾⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾	12/13/2019		S		444	D	$18.05	10,378,809⁽⁴⁾⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾	12/13/2019		P		556	A	$18.05	10,379,365⁽⁴⁾⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾	12/13/2019		S		556	D	$18.05	10,378,809⁽⁴⁾⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾	12/13/2019		P		5,000	A	$18.3	10,383,809⁽⁴⁾⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾	12/13/2019		S		5,000	D	$18.3	10,378,809⁽⁴⁾⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾	12/13/2019		P		1,800	A	$18.1044	10,380,609⁽⁴⁾⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾	12/13/2019		S		1,800	D	$18.1044	10,378,809⁽⁴⁾⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾	12/13/2019		P		50	A	$18.05	10,378,859⁽⁴⁾⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾	12/13/2019		S		50	D	$18.05	10,378,809⁽⁴⁾⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾	12/16/2019		P		1,000	A	$16.8	10,379,809⁽⁴⁾⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾	12/16/2019		S		1,000	D	$16.8	10,378,809⁽⁴⁾⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾	12/16/2019		P		10,000	A	$16.78	10,388,809⁽⁴⁾⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾	12/16/2019		S		10,000	D	$16.78	10,378,809⁽⁴⁾⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾	03/20/2020		S		3,648	A	$13.99	10,405,871⁽⁴⁾⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾	03/20/2020		P		3,648	D	$13.99	10,402,223⁽⁴⁾⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾	04/21/2020		P		174	A	$14.52	10,393,815⁽⁴⁾⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾	04/21/2020		S		174	D	$14.52	10,393,641⁽⁴⁾⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾	05/15/2020		P		4,348	A	$23.1938	10,424,772⁽⁴⁾⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾	05/15/2020		S		4,348	D	$23.1938	10,420,424⁽⁴⁾⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾	05/22/2020		P		1,000	A	$26.297	10,507,793⁽⁴⁾⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾	05/22/2020		S		1,000	D	$26.297	10,506,793⁽⁴⁾⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾	06/01/2020		S		26,900	A	$28.6655	10,406,390⁽⁴⁾⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock⁽¹⁾⁽²⁾⁽³⁾	06/01/2020		P		26,900	D	$28.6655	10,379,490⁽⁴⁾⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾

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^*

GOLDMAN SACHS GROUP INC

(Last)

(First)

(Middle)

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GOLDMAN SACHS & CO. LLC

(Last)

(First)

(Middle)

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Broad Street Principal Investments, 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 2016, L.P.

(Last)

(First)

(Middle)

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Stone Street 2016, L.P.

(Last)

(First)

(Middle)

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MBD 2016, L.P.

(Last)

(First)

(Middle)

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Stone Street 2016 Offshore, L.P.

(Last)

(First)

(Middle)

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Bridge Street 2016 Offshore, L.P.

(Last)

(First)

(Middle)

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MBD 2016 Offshore, L.P.

(Last)

(First)

(Middle)

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GS FUND HOLDINGS, L.L.C.

(Last)

(First)

(Middle)

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

Explanation of Responses:

1. These transactions in the Class A common stock (the "Common Stock") of Sprout Social, Inc. (the "Issuer") 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.

2. 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 the Issuer from the reported transactions in the event that they were subject to Section 16(b) will be remitted to the Issuer.

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

4. Goldman Sachs and GS Group may be deemed to beneficially own 274.1033 shares of Common Stock and 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.

5. 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 Securities Exchange Act of 1934, or for any other purpose.

Remarks:

Balance of trades included in attached schedule. (See Exhibit 99.1)

	Jamison Yardley, Attorney-in-fact	03/04/2021
	Jamison Yardley, Attorney-in-fact	03/04/2021
	Jamison Yardley, Attorney-in-fact	03/04/2021
	Jamison Yardley, Attorney-in-fact	03/04/2021
	Jamison Yardley, Attorney-in-fact	03/04/2021
	Jamison Yardley, Attorney-in-fact	03/04/2021
	Jamison Yardley, Attorney-in-fact	03/04/2021
	Jamison Yardley, Attorney-in-fact	03/04/2021
	Jamison Yardley, Attorney-in-fact	03/04/2021
	Jamison Yardley, Attorney-in-fact	03/04/2021
	** 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.

Stone Street 2016 Form 4Sprout Social / Street Principal Investments, L.L.C. Broad ownership change