Sec Form 4 Filing - Kreuziger Jason @ Sprout Social, Inc. - 2021-01-04

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Kreuziger Jason 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) (Last) (First) (Middle) 200 WEST STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/04/2021 (Street) NEW YORK, NY10282 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ) 01/04/2021( 1 )( 2 ) S 140 D $ 45.71 2,332,906 ( 3 ) ( 4 ) I See Footnotes ( 3 ) ( 4 ) ( 5 ) Class A Common Stock ( 1 ) ( 2 ) 01/04/2021( 1 )( 2 ) S 500 D $ 45.63 2,332,406 ( 3 ) ( 4 ) I See Footnotes ( 3 ) ( 4 ) ( 5 ) Class A Common Stock ( 1 ) ( 2 ) 01/08/2021( 1 )( 2 ) P 100 A $ 50.51 2,331,784 ( 3 ) ( 4 ) I See Footnotes ( 3 ) ( 4 ) ( 5 ) Class A Common Stock ( 1 ) ( 2 ) 01/08/2021( 1 )( 2 ) P 40 A $ 50.52 2,331,824 ( 3 ) ( 4 ) I See Footnotes ( 3 ) ( 4 ) ( 5 ) Class A Common Stock ( 1 ) ( 2 ) 01/08/2021( 1 )( 2 ) P 401 A $ 50.53 2,332,225 ( 3 ) ( 4 ) I See Footnotes ( 3 ) ( 4 ) ( 5 ) Class A Common Stock ( 1 ) ( 2 ) 01/08/2021( 1 )( 2 ) P 99 A $ 50.54 2,332,324 ( 3 ) ( 4 ) I See Footnotes ( 3 ) ( 4 ) ( 5 ) Class A Common Stock 734 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kreuziger Jason 200 WEST STREET NEW YORK, NY10282 X Signatures /s/ Jamison Yardley, Attorney-in-fact 01/13/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The amount of profit, if any, potentially recoverable by Sprout Social, Inc. (the "Issuer") from the reported transactions has been remitted to the Issuer. ( 2 )The Reporting Person is a managing director of Goldman Sachs & Co. LLC ("Goldman Sachs"). Goldman Sachs is a direct subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the 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. ( 3 )After giving effect to the purchases on January 8, 2021, Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 2,332,324 shares of the Class A common stock (the "Common Stock") of the Issuer by reason of the direct or indirect beneficial ownership of: (i) 2,287,268 shares by Broad Street Principal Investments, L.L.C., (ii) 39,071 shares of Common Stock held by GS Fund Holdings, L.L.C., (iii) 662 shares of Common Stock held by certain investment entities (the "GS Funds") of which Goldman Sachs is the investment manager and affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner, managing general partner, managing partner, managing member or member, and (iv) Goldman Sachs may be deemed to beneficially own 5,323 shares of Common Stock. ( 4 )The Reporting Person holds 6,420 Restricted Stock Units ("RSUs") on behalf of GS Group, which 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 )The Reporting Person is currently analyzing additional trading activity in the Issuer's equity securities and, if necessary, will file another Form 4 as promptly as reasonably practicable once that analysis is complete.

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).

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