Sec Form 4 Filing - Barretto Ryan Paul @ Sprout Social, Inc. - 2022-08-03

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 Barretto Ryan Paul 2. Issuer Name and Ticker or Trading Symbol Sprout Social, Inc. [ SPT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) 131 SOUTH DEARBORN ST., SUITE 700 3. Date of Earliest Transaction (MM/DD/YY) 08/03/2022 (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 08/03/2022 S 1,300 D $ 53.662( 1 ) 314,475 I See footnote( 2 ) Class A Common Stock 08/03/2022 S 545 D $ 54.637( 3 ) 313,930 I See footnote( 2 ) Class A Common Stock 08/03/2022 S 1,200 D $ 55.739( 4 ) 312,730 I See footnote( 2 ) Class A Common Stock 08/03/2022 S 800 D $ 56.645( 5 ) 311,930 I See footnote( 2 ) Class A Common Stock 08/03/2022 S 800 D $ 57.894( 6 ) 311,130 I See footnote( 2 ) Class A Common Stock 08/03/2022 S 855 D $ 58.96( 7 ) 310,275 I See footnote( 2 ) Class A Common Stock 08/03/2022 S 100 D $ 59.43 310,175( 8 ) I See footnote( 2 ) Class A Common Stock 352,709( 9 )( 10 )( 11 ) 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 Barretto Ryan Paul 131 SOUTH DEARBORN ST. SUITE 700 CHICAGO, IL60603 President Signatures /s/ Heidi Jonas, Attorney-in-fact for Ryan Paul Barretto 08/05/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.19 to $54.11 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. ( 10 )The total reported in Column 5 includes 301.6773 shares acquired under the Issuer's 2019 Employee Stock Purchase Plan ("ESPP") on July 5, 2022. The ESPP provides for the purchase of fractional shares. The numbers reported herein are rounded to the nearest whole number. ( 11 )The number of securities shown to be beneficially owned reflects an upward adjustment of 5,600 shares of common stock incorrectly transacted and reported as beneficially owned by the Reporting Person due to a clerical error made in a Form 4 filed July 6, 2022. ( 2 )This amount represents: (i) 60,000 shares of Issuer Class A Common Stock held by the Ryan Paul Barretto 2020 Gift Trust, of which Mr. Barretto's spouse is the sole trustee; and (ii) 250,175 shares of Issuer Class A Common Stock held by the Ryan Paul Barretto Revocable Trust, of which Mr. Barretto serves as the sole trustee. ( 3 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.23 to $55.21 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 $55.26 to $56.13 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 $56.34 to $57.11 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 $57.39 to $58.25 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 $58.43 to $59.31 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 number of securities shown to be indirectly owned following the transaction being reported in this Form 4 reflects a downward adjustment of 5,600 shares of common stock previously transacted and reported as beneficially owned by the Reporting Person due to a clerical error made in a Form 4 filed July 6, 2022. ( 9 )The total reported in Column 5 includes: (1) 45,000 reported Restricted Stock Units ("RSUs") which vest in 8 equal quarterly installments beginning on September 1, 2022; (2) 75,000 reported RSUs, which will vest in 10 equal quarterly installments beginning on September 1, 2022; (3) 41,250 reported RSUs, which vest in 11 equal quarterly installments beginning on September 1, 2022; (4) 120,000 reported RSUs, of which 25% will vest on September 1, 2022, with the remaining portion vesting in 12 equal quarterly installments beginning on December 1, 2022; and (5) 60,000 reported RSUs of which 25% will vest on March 1, 2023, with the remaining portion vesting in 12 equal quarterly installments beginning on June 1, 2023. Each RSU represents the contingent right to receive one share of Class A Common Stock of the Issuer and does not expire.

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).

** 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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