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 *
Barretto Ryan Paul

(Last) (First) (Middle)
131 SOUTH DEARBORN ST.
SUITE 700

(Street)
CHICAGO IL 60603

(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 10% Owner
X Officer (give title below) Other (specify below)
President
3. Date of Earliest Transaction (Month/Day/Year)
07/05/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 07/01/2022   A (1) V 302 A $ 49.36 352,709 (2) D  
Class A Common Stock 07/05/2022   S (3)   300 D $ 56.353 (4) 352,409 (2) D  
Class A Common Stock 07/05/2022   S (3)   500 D $ 58.134 (5) 351,909 (2) D  
Class A Common Stock 07/05/2022   S (3)   100 D $ 58.81 351,809 (2) D  
Class A Common Stock 07/05/2022   S (3)   1,100 D $ 60.318 (6) 350,709 (2) D  
Class A Common Stock 07/05/2022   S (3)   2,221 D $ 61.467 (7) 348,488 (2) D  
Class A Common Stock 07/05/2022   S (3)   1,300 D $ 62.571 (8) 347,188 (2) D  
Class A Common Stock 07/05/2022   S (3)   79 D $ 63.04 347,109 (2) D  
Class A Common Stock               321,375 I See footnote (9)
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
Explanation of Responses:
1. Shares purchased pursuant to the Issuer's 2019 Employee Stock Purchase Plan ("ESPP"), for the purchase period of April 1, 2022 through June 30, 2022. This transaction is exempt from Rule16b-3(d) and Rule16b-3(c). In accordance with the ESPP, 301.6773 shares were purchased at a price equal to 85% of the closing price of Issuer's Class A Common Stock on June 30, 2022. The ESPP provides for the purchase of fractional shares. The numbers reported herein are rounded to the nearest whole number.
2. 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.
3. This transaction occurred under a 10b5-1 plan.
4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.70 to $56.68 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 $57.59 to $58.56 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 $59.97 to $60.82 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 $60.98 to $61.83 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 $62.00 to $62.93 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. 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) 261,375 shares of Issuer Class A Common Stock held by the Ryan Paul Barretto Revocable Trust, of which Mr. Barretto serves as the sole trustee.
/s/ Heidi Jonas, Attorney-in-fact for Ryan Paul Barretto 07/06/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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