4//SEC Filing
Howard Justyn Russell 4
Accession 0001791816-25-000009
CIK 0001517375other
Filed
Sep 4, 8:00 PM ET
Accepted
Sep 5, 6:03 PM ET
Size
13.9 KB
Accession
0001791816-25-000009
Insider Transaction Report
Form 4
Howard Justyn Russell
DirectorExecutive Chair10% Owner
Transactions
- Conversion
Class A Common Stock
2025-09-05+20,000→ 27,417 total(indirect: See footnote) - Sale
Class A Common Stock
2025-09-03$15.16/sh−10,566$160,212→ 296,522 total - Sale
Class A Common Stock
2025-09-05$14.94/sh−20,000$298,740→ 7,417 total(indirect: See footnote) - Conversion
Class B Common Stock
2025-09-05−20,000→ 1,761,190 total(indirect: See footnote)→ Class A Common Stock (20,000 underlying)
Holdings
- 518,874
Class B Common Stock
→ Class A Common Stock (518,874 underlying)
Footnotes (6)
- [F1]Shares sold pursuant to an irrevocable election made on November 29, 2024, in conformity with the requirements of Rule 10b5-1 for the purpose of covering tax obligations upon settlement of restricted stock units ("RSUs").
- [F2]After giving effect to this transaction the total reported in column 5 includes: (1) 12,308 reported RSUs which vest in 2 equal quarterly installments beginning on December 1, 2025; (2) 42,663 reported RSUs of which vest in 6 equal quarterly installments beginning on December 1, 2025; (3) 74,203 reported RSUs which vest in 10 equal quarterly installments beginning on December 1, 2025; and (4) 109,489 reported RSUs of which 25% will vest on March 1, 2026 with the remaining RSUs vesting in 12 equal quarterly installments beginning on June 1, 2026. Each RSU represents the contingent right to receive one share of Class A Common Stock of the Issuer and does not expire.
- [F3]The transactions reported in this Form 4 occurred under a 10b5-1 plan adopted by the Reporting Person on September 10, 2024.
- [F4]After giving effect to the transactions reported herein, this represents (i) 7,417 shares of Class A common stock and 1,006,190 shares of Class B common stock held by the JRH Revocable Trust, of which the Reporting Person serves as the sole trustee; (ii) 170,000 shares of Class B common stock held by the EEH Revocable Trust, of which the Reporting Person's spouse serves as the sole trustee; (iii) 285,000 shares of Class B common stock held by the JRH Gift Trust, of which the Reporting Person's spouse serves as the sole trustee; and (iv) 300,000 shares of Class B common stock held by the EEH Gift Trust, of which the Reporting Person serves as the sole trustee.
- [F5]The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.75 to $15.26 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.
Documents
Issuer
Sprout Social, Inc.
CIK 0001517375
Entity typeother
Related Parties
1- filerCIK 0001791816
Filing Metadata
- Form type
- 4
- Filed
- Sep 4, 8:00 PM ET
- Accepted
- Sep 5, 6:03 PM ET
- Size
- 13.9 KB