Form 4 for SPT Sprout Social, Inc.
Accepted 2024-08-08 00:00:00 ET · period of report 2024-08-06 · accession 0001517375-24-000106 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2024-08-08 | 2024-08-06+ | SPT | Howard Justyn Russell | COB, CEO, Dir, 10% | S - Sale | $30.60 | -100.0K | 5,072 | -95% | -$3.06M |
| DI | 2024-08-08 | 2024-08-07 | SPT | Howard Justyn Russell | COB, CEO, Dir, 10% | G - Gift | $0.00 | +87.4K | 87.4K | New | $0 |
| D | 2024-08-08 | 2024-08-07 | SPT | Howard Justyn Russell | COB, CEO, Dir, 10% | G - Gift | $0.00 | -87.4K | 310.8K | -22% | $0 |
| DI | 2024-08-08 | 2024-08-06 | SPT | Howard Justyn Russell | COB, CEO, Dir, 10% | C - Cnv Deriv | $0.00 | +20.0K | 20.0K | New | $0 |
| DI | 2024-08-08 | 2024-08-06 | SPT | Howard Justyn Russell | COB, CEO, Dir, 10% | C - Cnv Deriv | $0.00 | -20.0K | 2.10M | -0.9% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2024-08-06 | S | D | 5,072 | $31.03 | 0 | I See footnote | — | — | (F4) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.89 to $31.20 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. (F2) After giving effect to the transactions reported herein, this represents (i) 7,417 shares of Class A common stock and 1,346,471 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. |
| 2 | Common | Class A Common Stock | 2024-08-07 | S | D | 13,101 | $31.28 | 7,417 | I | — | — | (F8) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.03 to $31.60 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. |
| 3 | Common | Class A Common Stock | 2024-08-07 | S | D | 66,899 | $30.44 | 20,518 | I See footnote | — | — | (F7) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.03 to $31.02 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. (F2) After giving effect to the transactions reported herein, this represents (i) 7,417 shares of Class A common stock and 1,346,471 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. |
| 4 | Common | Class A Common Stock | 2024-08-07 | G | A | 87,417 | $0.00 | 87,417 | I See footnote | — | — | (F2) After giving effect to the transactions reported herein, this represents (i) 7,417 shares of Class A common stock and 1,346,471 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. |
| 5 | Common | Class A Common Stock | 2024-08-07 | G | D | 87,417 | $0.00 | 310,812 | D See footnote | — | — | (F6) The total reported in column 5 includes: (1) 11,076 reported restricted stock units ("RSUs") which vest in 3 equal quarterly installments beginning on September 1, 2024; (2) 43,078 reported RSUs which vest in 7 equal quarterly installments beginning on September 1, 2024; (3) 78,215 reported RSUs of which vest in 11 equal quarterly installments beginning on September 1, 2024; and (4) 118,724 reported RSUs of which 25% will vest on March 1, 2025 with the remaining RSUs vesting 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. (F2) After giving effect to the transactions reported herein, this represents (i) 7,417 shares of Class A common stock and 1,346,471 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. |
| 6 | Common | Class A Common Stock | 2024-08-06 | S | D | 14,928 | $30.56 | 5,072 | I See footnote | — | — | (F3) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.89 to $30.88 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. (F2) After giving effect to the transactions reported herein, this represents (i) 7,417 shares of Class A common stock and 1,346,471 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. |
| 7 | Common | Class A Common Stock | 2024-08-06 | C | A | 20,000 | $0.00 | 20,000 | I See footnote | — | — | (F2) After giving effect to the transactions reported herein, this represents (i) 7,417 shares of Class A common stock and 1,346,471 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. |
| 8 | Derivative | Class B Common Stock | 2024-08-06 | C | D | 20,000 | $0.00 | 2,101,471 | I See footnote | — · — to — | 20,000 Class A Common Stock | (F2) After giving effect to the transactions reported herein, this represents (i) 7,417 shares of Class A common stock and 1,346,471 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. (F9) 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. |