FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Barretto Ryan Paul
  2. Issuer Name and Ticker or Trading Symbol
Sprout Social, Inc. [SPT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO
(Last)
(First)
(Middle)
131 SOUTH DEARBORN ST., SUITE 700
3. Date of Earliest Transaction (Month/Day/Year)
10/07/2024
(Street)

CHICAGO, IL 60603
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 10/07/2024   S   16,400 D $ 28.229 (1) 170,575 I See Footnote (2)
Class A Common Stock 10/07/2024   S   400 D $ 29.114 (3) 170,175 I See Footnote (2)
Class A Common Stock               559,808 (4) (5) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Barretto Ryan Paul
131 SOUTH DEARBORN ST.
SUITE 700
CHICAGO, IL 60603
  X     CEO  

Signatures

 /s/ Heidi Jonas, Attorney-in-fact for Ryan Paul Barretto   10/08/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.90 to $28.89 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.
(2) After giving effect to the transactions reported herein, 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) 110,175 shares of Issuer Class A Common Stock held by the Ryan Paul Barretto Revocable Trust, of which Mr. Barretto serves as the sole trustee.
(3) The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.01 to $29.19 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.
(4) The total reported in Column 5 includes: (1) 7,500 reported RSUs which vest in 1 installment on December 1, 2024; (2) 7,500 reported RSUs which vest in 2 equal quarterly installments beginning on December 1, 2024; (3) 30,000 reported RSUs which vest in 4 equal quarterly installments beginning on December 1, 2024; (4) 22,500 reported RSUs which vest in 6 equal quarterly installments beginning on December 1, 2024; (5) 75,000 reported RSUs which vest in 10 equal quarterly installments beginning on December 1, 2024; (6) 37,585 reported RSUs which vest in 10 equal quarterly installments beginning on December 1, 2024; (7) 69,538 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; and (8) 88,999 reported RSUs of which 25% will vest on October 1, 2025 with the remaining RSUs vesting in 12 equal quarterly installments beginning on January 1, 2026.
(5) Each RSU represents the contingent right to receive one share of Class A Common Stock of the Issuer and does not expire.
 
Remarks:
The transactions in this Form 4 occurred under a 10b5-1 plan adopted by the Reporting Person on August 31, 2023.

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