Sec Form 4 Filing - Rankin Aaron Edward Frederick @ Sprout Social, Inc. - 2021-07-20

Insider filing report for Changes in Beneficial Ownership
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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
Rankin Aaron Edward Frederick
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 X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Technology Officer
(Last) (First) (Middle)
131 SOUTH DEARBORN ST., SUITE 700
3. Date of Earliest Transaction (MM/DD/YY)
07/20/2021
(Street)
CHICAGO, IL60603
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 07/20/2021 C 32,000 A $ 0 32,000 I See footnote ( 1 )
Class A Common Stock 07/20/2021 S 600 D $ 82.925 ( 2 ) 31,400 I See footnote ( 1 )
Class A Common Stock 07/20/2021 S 1,200 D $ 83.865 ( 3 ) 30,200 I See footnote ( 1 )
Class A Common Stock 07/20/2021 S 2,656 D $ 85.351 ( 4 ) 27,544 I See footnote ( 1 )
Class A Common Stock 07/20/2021 S 1,720 D $ 85.98 ( 5 ) 25,824 I See footnote ( 1 )
Class A Common Stock 07/20/2021 S 2,324 D $ 87.02 ( 6 ) 23,500 I See footnote ( 1 )
Class A Common Stock 07/20/2021 S 2,100 D $ 83.092 ( 7 ) 21,400 I See footnote ( 1 )
Class A Common Stock 07/20/2021 S 2,883 D $ 83.859 ( 8 ) 18,517 I See footnote ( 1 )
Class A Common Stock 07/20/2021 S 6,990 D $ 85.346 ( 9 ) 11,527 I See footnote ( 1 )
Class A Common Stock 07/20/2021 S 5,117 D $ 85.96 ( 10 ) 6,410 I See footnote ( 1 )
Class A Common Stock 07/20/2021 S 6,410 D $ 87.045 ( 11 ) 0 I See footnote ( 1 )
Class A Common Stock 28,815 ( 12 ) 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
Class B Common Stock ( 13 ) 07/20/2021 C 32,000 ( 13 ) ( 13 ) Class A Common Stock 32,000 $ 0 3,407,701 I See footnote ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rankin Aaron Edward Frederick
131 SOUTH DEARBORN ST.
SUITE 700
CHICAGO, IL60603
X X Chief Technology Officer
Signatures
/s/ Heidi Jonas, Attorney-in-fact for Aaron E.F. Rankin 07/21/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Following the transactions reported herein, this represents (i) 933,038 shares of Class B common stock held by the Aaron Edward Frederick Rankin Revocable Trust, of which Mr. Rankin serves as the sole trustee; (ii) 1,250,962 shares of Class B common stock held by the Rankin Family 2013 Trust, of which Yeming Shi Rankin, Mr. Rankin's spouse, serves as the sole trustee; and (iii) 1,223,701 shares of Class B common stock held by the Rankin Family 2013 Non-Exempt Trust, of which Yeming Shi Rankin serves as the sole trustee. Yeming Shi Rankin may be deemed to have sole voting and dispositive power with respect to the Class B common stock held by, each of the Rankin Family 2013 Trust and the Rankin Family 2013 Non-Exempt Trust.
( 10 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.49 to $86.47 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 11 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.51 to $87.43 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 12 )This total reported in column 5 includes: (1) 15,150 reported Restricted Stock Units ("RSUs") which vest in 11 equal quarterly installments beginning on September 1, 2021; and (2) 9,845 reported RSUs of which 25% vest on March 1, 2022 with the remaining RSUs vesting in 12 equal quarterly installments beginning on June 1, 2022. Each RSU represents the contingent right to receive one share of Class A Common Stock of the Issuer and does not expire.
( 13 )Shares of Class B Common Stock have no economic rights and each share entitles its holder to 10 votes per share. Each share of Class B Common Stock is exchangeable by the holder on a one-for-one basis for Class A Common Stock at any time and does not expire.
( 2 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.28 to $83.22 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 3 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.39 to $84.37 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 4 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.51 to $85.50 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 5 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.51 to $86.42 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 6 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.51 to $87.41 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 7 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.40 to $83.39 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 8 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.48 to $84.46 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 9 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.49 to $85.48 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Remarks:
The transactions disclosed in this form 4 occurred under a 10b5-1 plan.

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).
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