Sec Form 13G Filing - NEW ENTERPRISE ASSOCIATES 13 LP filing for Sprout Social Inc. (SPT) - 2020-02-13

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CUSIP No.  85209W109

13G

Page 4 of 14

 

 

 

 

 

 

 

 

Not applicable.

 

 

 

 

(a)

Amount Beneficially Owned: NEA 13 is the record owner of 9,024,700 shares of Class A Common Stock as of December 31, 2019 (the “Shares”). As described in the Issuer’s prospectus filed under Rule 424(b)(4), filed with the Securities and Exchange Commission (“SEC”) on December 13, 2019 (the “Prospectus”), holders of Class B Common Stock are entitled to ten votes per share while holders of the Class A Common Stock are entitled to one vote per share.  In addition, holders of Class B Common Stock and holders of Class A Common Stock generally vote together in a single class.  As further described in the Prospectus, each share of Class B Common Stock is convertible by the holder at any time into one share of Common Stock and such share will convert automatically into Common Stock upon the occurrence of certain other events.  As the sole general partner of NEA 13, NEA Partners 13 may be deemed to own beneficially the Shares.  As the sole general partner of NEA Partners 13, NEA 13 GP likewise may be deemed to own beneficially the Shares.  As the individual Directors of NEA 13 GP, each of the Directors also may be deemed to own beneficially the Shares.

 

(b)

Percent of Class:  See Line 11 of cover sheets.  The percentages set forth on the cover sheet for each Reporting Person are calculated based on 47,884,399 shares which includes (i) 38,080,466 shares of Class A common stock and (ii) the 9,803,933 shares of Class B common Stock as described in the Issuer’s prospectus filed under Rule 424(b)(4), filed with the Securities and Exchange Commission on December 13, 2019.

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote:    See Line 5 of cover sheets.

(ii)

shared power to vote or to direct the vote:  See Line 6 of cover sheets.

(iii)

sole power to dispose or to direct the disposition of:  See Line 7 of cover sheets.

(iv)

shared power to dispose or to direct the disposition of:  See Line 8 of cover sheets.

 

Not applicable.

 

Not applicable.

 

 

CUSIP No.  85209W109

13G

Page 10 of 14

 

Not applicable.  The Reporting Persons expressly disclaim membership in a "group" as used in Rule 13d-5(b).

 

Not applic able.  This Schedule 13G is not filed pursuant to Rule 13d‑1(b) or Rule 13d–1(c).

 

 

Material to be Filed as Exhibits.

Exhibit 1 – Agreement regarding filing of joint Schedule 13G.

Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.

By:	NEA PARTNERS 13, L.P.

By:	NEA 13 GP, LTD

*By: /s/ Sasha O. Keough                         

         Sasha O. Keough

         As attorney-in-fact

This Schedule 13G was executed by Sasha O. Keough on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.

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Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of stock of Sprout Social, Inc.

NEW ENTERPRISE ASSOCIATES 13, L.P.

 General Partner

 General Partner

By:

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Scott D. Sandell

Director

NEA PARTNERS 13, L.P.

General Partner

Scott D. Sandell

Director

NEA 13 GP, LTD

*

Patrick J. Kerins

*

Scott D. Sandell

*By: /s/ Sasha O. Keough                         

         Sasha O. Keough

         As attorney-in-fact

 

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KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to 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 or her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

CUSIP No.  85209W109

13G

Page 14 of 14