| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 5
)*
|
Sprout Social, Inc. (Name of Issuer) |
Class A common stock, par value $0.0001 value per share ("Class A Common Stock") (Title of Class of Securities) |
85209W109 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 85209W109 |
| 1 | Names of Reporting Persons RANKIN AARON EDWARD FREDERICK | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization ILLINOIS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 2,615,408.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 4.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| CUSIP No. | 85209W109 |
| 1 | Names of Reporting Persons Yeming Shi Rankin | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization ILLINOIS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,975,893.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 3.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Sprout Social, Inc. | |
| (b) | Address of issuer's principal executive
offices: 131 South Dearborn St., Suite 700, Chicago, IL, 60603 | |
| Item 2. | ||
| (a) | Name of person filing: Each of Aaron Edward Frederick Rankin and Yeming Shi Rankin is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." | |
| (b) | Address or principal business office or, if
none, residence: c/o Sprout Social, Inc., 131 South Dearborn St., Suite 700, Chicago, IL 60603. | |
| (c) | Citizenship: United States | |
| (d) | Title of class of securities: Class A common stock, par value $0.0001 value per share ("Class A Common Stock") | |
| (e) | CUSIP No.: 85209W109 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: Mr. Rankin beneficially owns 2,615,408 shares of Common Stock as of December 31, 2024.(1)(2)
Mrs. Rankin beneficially owns 1,975,893 Shares as of December 31, 2024.(1)
(1) The ownership information represents beneficial ownership of Class A Common Stock as of December 31, 2024 based upon 51,277,740 shares of Class A Common Stock outstanding as of December 31, 2024 and assuming (a) the vesting of 4,351 unvested restricted stock units ("RSUs") into shares of Class A Common Stock, which are scheduled to vest within 60 days of December 31, 2024 and (b) the exchange of all shares of Class B common stock beneficially owned by each Reporting Person on a one-for-one basis.
(2) The total beneficial ownership does not include 17,319 unvested RSUs held by Mr. Rankin, which each represent the contingent right to receive one share of Class A Common Stock of the Issuer. 4,103 of these RSUs vest in 3 equal quarterly installments beginning on June 1, 2025; 8,128 of these RSUs vest in 8 equal quarterly installments beginning on June 1, 2025; and 5,088 of these RSUs of vest in 12 equal quarterly installments beginning on June 1, 2025. | |
| (b) | Percent of class: Mr. Rankin owns equivalent to 4.9% of Class A Common Stock oustanding as of December 31, 2024.(1)
Mrs. Rankin owns equivalent to 3.7% of Class A Common Stock outstanding as of December 31, 2024.(1) % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: Mr. Rankin has the sole power to vote or direct the vote of 639,515 shares of Common Stock.(1)(3)
(3) Mr. Rankin has the sole power to vote and dispose of 24,803 shares of Class A Common Stock held directly and 614,712 shares of Class B common stock held in the Aaron Edward Frederick Rankin Revocable Trust, of which Mr. Rankin serves as the sole trustee. | ||
| (ii) Shared power to vote or to direct the
vote: Mr. Rankin and Mrs. Rankin may be deemed to have shared voting and dispositive power with respect to 1,975,893 shares of Class B common stock held in various family trusts, of which Mrs. Rankin serves as the trustee. Mr. Rankin disclaims beneficial ownership of such shares.(1) | ||
| (iii) Sole power to dispose or to direct the
disposition of: Mr. Rankin has the sole power to dispose or to direct the disposition of 639,515 shares of Class A Common Stock.(1)(3) | ||
| (iv) Shared power to dispose or to direct the
disposition of: Mr. Rankin and Mrs. Rankin may be deemed to have shared voting and dispositive power with respect to 1,975,893 shares of Class B common stock held in various family trusts, of which Mrs. Rankin serves as the trustee. Mr. Rankin disclaims beneficial ownership of such shares.(1) | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
|
|
|
|
Exhibit
Information |
Power of Attorney (incorporated by reference to Form 3 filed December 12, 2019). |