Fund Holdings, L.L.C. GS 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 NY 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)
11/13/2020

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock(1)(2)	11/13/2020		G	V	2,129,000	D	$0.00	5,167,378(3)(4)(5)	I	See Footnotes(3)(4)(5)(6)
Class A Common Stock(1)(2)	11/30/2020		G	V	2,060,000	D	$0.00	3,134,652(3)(4)(5)	I	See Footnotes(3)(4)(5)(6)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

GOLDMAN SACHS GROUP INC

(Last) (First) (Middle)

200 WEST STREET

(Street)

NEW YORK NY 10282

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GOLDMAN SACHS & CO. LLC

(Last) (First) (Middle)

200 WEST STREET

(Street)

NEW YORK NY 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 NY 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 NY 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 NY 10282

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MBD 2016, L.P.

(Last) (First) (Middle)

200 WEST STREET

(Street)

NEW YORK NY 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 NY 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 NY 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 NY 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 NY 10282

(City) (State) (Zip)

Explanation of Responses:

1. This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("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"), and GS Fund Holdings, L.L.C. ("GS Fund Holdings") (together, the "Reporting Persons").

2. These transactions represent donations of shares of the issuer's Class A common stock (the "Common Stock") to a charity.

3. After giving effect to the donation on November 30, 2020: Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 3,134,652 shares of the Common Stock by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 3,062,268 shares of Common Stock held by BSPI, (ii) 39,071 shares of Common Stock held by GS Fund Holdings (iii) 33 shares of Common Stock held by Bridge Street 2016 Offshore, (iv) 139 shares of Common Stock held by Bridge Street 2016, (continued in footnote 4).

4. (v) 32 shares of Common Stock held by MBD 2016 Offshore, (vi) 58 shares of Common Stock held by MBD 2016, (vii) 93 shares of Common Stock held by Stone Street 2016 Offshore, (viii) 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 (ix) Goldman Sachs may be deemed to beneficially own 32,651 shares of Common Stock.

5. Of the 3,134,652 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.

6. 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.

Remarks:

	GOLDMAN SACHS GROUP INC, /s/ Jamison Yardley, Attorney-in-fact	12/04/2020
	GOLDMAN SACHS & CO. LLC, /s/ Jamison Yardley, Attorney-in-fact	12/04/2020
	Broad Street Principal Investments, L.L.C., /s/ Jamison Yardley, Attorney-in-fact	12/04/2020
	Bridge Street 2016, L.P., /s/ Jamison Yardley, Attorney-in-fact	12/04/2020
	Stone Street 2016, L.P., /s/ Jamison Yardley, Attorney-in-fact	12/04/2020
	MBD 2016, L.P., /s/ Jamison Yardley, Attorney-in-fact	12/04/2020
	Stone Street 2016 Offshore, L.P., /s/ Jamison Yardley, Attorney-in-fact	12/04/2020
	Bridge Street 2016 Offshore, L.P., /s/ Jamison Yardley, Attorney-in-fact	12/04/2020
	MBD 2016 Offshore, L.P., /s/ Jamison Yardley, Attorney-in-fact	12/04/2020
	GS Fund Holdings, L.L.C., /s/ Jamison Yardley, Attorney-in-fact	12/04/2020
	** Signature of Reporting Person	Date
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