UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*
Sprout Social, Inc.
(Name of Issuer)
Class A common stock, par value $0.0001 value per share
(Title of Class of Securities)
85209W 109
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ X ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| | | | | | | | |
| CUSIP No. 85209W 109 | Schedule 13G | 1 |
| | | | | | | | | | | | | | |
| 1 | Names of Reporting Persons
Aaron Edward Frederick Rankin
|
| 2 | Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
|
| 3 | SEC Use Only |
| 4 | Citizenship or Place of Organization
United States
|
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
763,113
| |
| 6 | Shared Voting Power
2,087,818
| |
| 7 | Sole Dispositive Power
763,113
| |
| 8 | Shared Dispositive Power
2,087,818
| |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,850,931
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 | Percent of Class Represented by Amount in Row 9
5.7%
|
| 12 | Type of Reporting Person
IN |
| | | | | | | | |
| CUSIP No. 85209W 109 | Schedule 13G | 2 |
| | | | | | | | | | | | | | |
| 1 | Names of Reporting Persons
Yeming Shi Rankin
|
| 2 | Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
|
| 3 | SEC Use Only |
| 4 | Citizenship or Place of Organization
United States
|
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0
| |
| 6 | Shared Voting Power
2,087,818
| |
| 7 | Sole Dispositive Power
0
| |
| 8 | Shared Dispositive Power
2,087,818
| |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,087,818
|
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
| 11 | Percent of Class Represented by Amount in Row 9
4.2%
|
| 12 | Type of Reporting Person
IN |
| | | | | | | | |
| CUSIP No. 85209W 109 | Schedule 13G | 3 |
ITEM 1. (a) Name of Issuer:
Sprout Social, Inc. (the “Issuer”)
(a) Address of Issuer’s Principal Executive Offices:
c/o Sprout Social, Inc.
131 South Dearborn St., Suite 700
Chicago, IL 60603
ITEM 2. (a) Name of Person Filing:
Each of Aaron Edward Frederick Rankin and Yeming Shi Rankin is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
(a) Address of Principal Business Office:
The address of the Reporting Persons is c/o Sprout Social, Inc., 131 South Dearborn St., Suite 700, Chicago, IL 60603.
(b) Citizenship of each Reporting Person is:
The Reporting Persons are citizens of the United States.
(c) Title of Class of Securities:
Class A common stock, par value $0.0001 value per share (“Class A Common Stock”).
(d) CUSIP Number:
85209W 109
ITEM 3.
Not applicable.
ITEM 4. Ownership.
(a-c)
The ownership information below represents beneficial ownership of Common Stock as of December 31, 2022 based upon 47,562,911 shares of Class A Common Stock outstanding as of December 31, 2022 and assuming (1) the vesting of 6,097 unvested restricted stock units (“RSUs”) into shares of Class A Common Stock,
| | | | | | | | |
| CUSIP No. 85209W 109 | Schedule 13G | 4 |
which are scheduled to vest within 60 days of December 31, 2022 and (2) the exchange of all shares of Class B common stock beneficially owned by each Reporting Person on a one-for-one basis. Does not include 22,739 unvested RSUs held by Mr. Rankin, which each represent the contingent right to receive one share of Class A Common Stock of the Issuer. 5,509 of these RSUs vest in 4 equal quarterly installments beginning on June 1, 2023; 4,922 of these RSUs vest in 8 equal quarterly installments beginning on June 1, 2023; and 12,308 of these RSUs of vest in 12 equal quarterly installments beginning on June 1, 2023.
| | | | | | | | | | | | | | | | | | | | |
| Reporting Person | Amount
beneficially
owned | Percent
of class: | Sole power to vote or to direct the vote: | Shared power to vote or to direct the vote: | Sole power to dispose or to direct the disposition
of: | Shared
power to
dispose or
to direct
the
disposition
of: |
| Aaron Edward Frederick Rankin | 2,850,931 | 5.7 | % | 763,113 | 2,087,818 | 763,113 | 2,087,818 |
| Yeming Shi Rankin | 2,087,818 | 4.2 | % | 0 | 2,087,818 | 0 | 2,087,818 |
Mr. Rankin has the sole power to vote and dispose of 2,279 shares of Class A Common Stock held directly and 754,737 shares of Class B common stock held in the Aaron Edward Frederick Rankin Revocable Trust, of which Mr. Rankin serves as the sole trustee. Mr. Rankin will also have the sole power to vote and dispose of the 6,097 shares of Class A Common Stock that will be issued upon the vesting of unvested RSUs that are scheduled to vest within 60 days of December 31, 2022.
In addition, Mr. Rankin and Mrs. Rankin may be deemed to have shared voting and dispositive power with respect to 2,087,818 shares of Class B common stock held in various family trusts, of which Mrs. Rankin serves as the trustee. Mr. Rankin disclaims beneficial ownership of such shares.
ITEM 5. Ownership of Five Percent or Less of a Class.
Not applicable.
ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
ITEM 8. Identification and Classification of Members of the Group.
Not applicable.
ITEM 9. Notice of Dissolution of Group.
Not applicable.
| | | | | | | | |
| CUSIP No. 85209W 109 | Schedule 13G | 5 |
ITEM 10. Certification.
Not applicable.
| | | | | | | | |
| CUSIP No. 85209W 109 | Schedule 13G | 6 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 2, 2023
AARON EDWARD FREDERICK RANKIN
By: /s/ Heidi Jonas
Name: Heidi Jonas
Title: Attorney-in-fact for Aaron Edward Frederick Rankin
YEMING SHI RANKIN
By: /s/ Yeming Shi Rankin
| | | | | | | | |
| CUSIP No. 85209W 109 | Schedule 13G | 7 |
LIST OF EXHIBITS
| | | | | |
Exhibit No. | Description |
| 24 | |
| 99 | Joint Filing Agreement. |