Aaron E. F. Rankin - Mar 17, 2025 Form 4/A - Amendment Insider Report for Sprout Social, Inc. (SPT)

Signature
/s/ Heidi Jonas, Attorney-in-fact for Aaron E.F. Rankin
Stock symbol
SPT
Transactions as of
Mar 17, 2025
Transactions value $
-$581,124
Form type
4/A - Amendment
Date filed
3/20/2025, 04:04 PM
Date Of Original Report
Mar 18, 2025
Previous filing
Sep 5, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SPT Class A Common Stock Gift $0 -23.6K -56.14% $0.00 18.5K Mar 17, 2025 Direct F1, F2, F3
transaction SPT Class A Common Stock Gift $0 +23.6K $0.00 23.6K Mar 17, 2025 See footnote F1, F2, F4
transaction SPT Class A Common Stock Sale -$581K -23.6K -100% $24.58 0 Mar 17, 2025 See footnote F2, F4, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding SPT Class B Common Stock 2.59M Mar 17, 2025 Class A Common Stock 2.59M See footnote F4, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 On March 17, 2025 the Reporting Person made a bona fide gift of 23,646 shares of Issuer Common Stock to the Aaron Edward Frederick Rankin Revocable Trust, of which the Reporting Person serves as the sole trustee.
F2 This transaction occurred under a 10b5-1 plan adopted by the Reporting Person on December 3, 2024.
F3 After giving effect to the transactions reported herein, this represents: (1) 4,103 reported restricted stock units ("RSUs") which vest in 4 equal quarterly installments beginning on June 1, 2025; (2) 8,127 reported RSUs which vest in 8 equal quarterly installments beginning on June 1, 2025; and (3) 5,088 reported RSUs which vest in 12 equal quarterly installments beginning on June 1, 2025. Each RSU represents the contingent right to receive one share of Class A Common Stock of the Issuer and does not expire.
F4 After giving effect to the transactions reported herein, this represents: (i) 614,712 shares of Class B Common Stock held by the Aaron Edward Frederick Rankin Revocable Trust, of which the Reporting Person 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, the Reporting Person's spouse, serves as the sole trustee; and (iii) 724,931 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.
F5 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.02 to $24.99 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.
F6 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.

Remarks:

This amendment to Form 4 corrects the transactions reported in the Form 4 filed on March 18, 2025 (the "Original Filing"). The Original Filing incorrectly reported the March 17, 2025 transactions as the conversion of 23,646 shares of Class B Common Stock and sale of 23,646 shares of Class A Common Stock from the Aaron Edward Frederick Rankin Revocable Trust. This amendment corrects that error to report the transactions as the gift of 23,646 shares of Class A Common Stock from the Reporting Person's direct holdings to the Aaron Edward Frederick Rankin Revocable Trust and sale of 23,646 shares of Class A Common Stock from the Aaron Edward Frederick Rankin Revocable Trust.