SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
AU Special Investments II, L.P.

(Last) (First) (Middle)
100 PAINTERS MILL ROAD, SUITE 700

(Street)
OWINGS MILLS MD 21117

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/12/2019
3. Issuer Name and Ticker or Trading Symbol
Sprout Social, Inc. [ SPT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock 3,024,562 D(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
AU Special Investments II, L.P.

(Last) (First) (Middle)
100 PAINTERS MILL ROAD, SUITE 700

(Street)
OWINGS MILLS MD 21117

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Greenspring FF-GP IV, LLC

(Last) (First) (Middle)
100 PAINTERS MILL ROAD, SUITE 700

(Street)
OWINGS MILLS MD 21117

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Greenspring SPV IV, LLC

(Last) (First) (Middle)
100 PAINTERS MILL ROAD, SUITE 700

(Street)
OWINGS MILLS MD 21117

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Greenspring Associates, LLC

(Last) (First) (Middle)
100 PAINTERS MILL ROAD, SUITE 700

(Street)
OWINGS MILLS MD 21117

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Newhall Charles Ashton

(Last) (First) (Middle)
100 PAINTERS MILL ROAD, SUITE 700

(Street)
OWINGS MILLS MD 21117

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Lim James

(Last) (First) (Middle)
100 PAINTERS MILL ROAD, SUITE 700

(Street)
OWINGS MILLS MD 21117

(City) (State) (Zip)
Explanation of Responses:
1. The securities are directly held by AU Special Investments II, L.P. Each other Reporting Person may be deemed to beneficially own the reported securities. The Reporting Persons, other than AU Special Investments II, L.P., disclaim beneficial ownership in the reported securities except to the extent of its pecuniary interest.
Remarks:
/s/ Eric Thompson, Chief Operating Officer of Greenspring Associates, LLC, managing member of Greenspring SPV IV, LLC, managing member of Greenspring FF-GP IV, LLC, general partner of AU Special Investments II, L.P 12/12/2019
/s/ Eric Thompson, Chief Operating Officer of Greenspring Associates, LLC, managing member of Greenspring SPV IV, LLC, managing member of Greenspring FF-GP IV, LLC 12/12/2019
/s/ Eric Thompson, Chief Operating Officer of Greenspring Associates, LLC, managing member of Greenspring SPV IV, LLC 12/12/2019
/s/ Eric Thompson, Chief Operating Officer of Greenspring Associates, LLC 12/12/2019
/s/ Eric Thompson, attorney-in-fact for C. Ashton Newhall 12/12/2019
/s/ Eric Thompson, attorney-in-fact for James Lim 12/12/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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POWER OF ATTORNEY



KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby

constitutes and appoints Eric Thompson with full power to act singly, his true and

lawful attorney-in-fact, with full power of substitution, to: (i) sign any and all

instruments, certificates and documents that may be necessary, desirable or appropriate

to be executed on behalf of himself as an individual or in his capacity as a general

partner of any partnership or limited liability company, pursuant to Section 13 or 16

of the Securities Exchange Act of 1934, as amended, and any and all regulations

promulgated thereunder, (ii) file the same (including any amendments thereto), with

all exhibits thereto, and any other documents in connection therewith, with the

Securities and Exchange Commission, and any stock exchange or similar authority and

(iii) take any other action of any type whatsoever in connection with the foregoing

which, in the opinion of such attorney-in-fact, may be of benefit to, in the best

interest of, or legally required by, the undersigned, it being understood that the

documents executed by such attorney-in-fact on behalf of the undersigned pursuant to

this power of attorney shall be in such form and shall contain such terms and conditions

as such attorney-in-fact may approve in such attorney-in-fact's discretion, granting

unto said attorney-in-fact full power and authority to do and perform each and every

act and thing necessary, desirable or appropriate.



Each of the undersigned hereby grant to the attorney-in-fact full power and authority

to do and perform any and every act and thing whatsoever requisite, necessary or proper

to be done in the exercise of any of the rights and powers herein granted, as fully to all

intents and purposes as the undersigned might or could do if personally present with full

power of substitution or revocation, hereby ratifying and confirming all that such

attorney-in-fact or such attorney-in-fact's substitute or substitutes, shall lawfully do

or cause to be done by virtue of this power of attorney and the rights and powers herein

granted. This power of attorney shall remain in full force and effect until revoked by the

undersigned in a signed writing delivered to the attorney-in-fact.



IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 14th day of February, 2018.





/s/ Charles Ashton Newhall

Charles Ashton Newhall





/s/ James Lim

James Lim