<SEC-DOCUMENT>0000769993-19-000588.txt : 20191212
<SEC-HEADER>0000769993-19-000588.hdr.sgml : 20191212
<ACCEPTANCE-DATETIME>20191212213231
ACCESSION NUMBER:		0000769993-19-000588
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		10
CONFORMED PERIOD OF REPORT:	20191212
FILED AS OF DATE:		20191212
DATE AS OF CHANGE:		20191212

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			GOLDMAN SACHS GROUP INC
		CENTRAL INDEX KEY:			0000886982
		STANDARD INDUSTRIAL CLASSIFICATION:	SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-39156
		FILM NUMBER:		191283211

	BUSINESS ADDRESS:	
		STREET 1:		200 WEST STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10282
		BUSINESS PHONE:		212-902-1000

	MAIL ADDRESS:	
		STREET 1:		200 WEST STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10282

	FORMER NAME:	
		FORMER CONFORMED NAME:	GOLDMAN SACHS GROUP INC/
		DATE OF NAME CHANGE:	20010104

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			GOLDMAN SACHS & CO. LLC
		CENTRAL INDEX KEY:			0000769993
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-39156
		FILM NUMBER:		191283212

	BUSINESS ADDRESS:	
		STREET 1:		200 WEST STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10282
		BUSINESS PHONE:		2129021000

	MAIL ADDRESS:	
		STREET 1:		200 WEST STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10282

	FORMER NAME:	
		FORMER CONFORMED NAME:	GOLDMAN SACHS & CO
		DATE OF NAME CHANGE:	19931102

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Broad Street Principal Investments, L.L.C.
		CENTRAL INDEX KEY:			0001575993

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-39156
		FILM NUMBER:		191283213

	BUSINESS ADDRESS:	
		STREET 1:		200 WEST STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10282
		BUSINESS PHONE:		2129021000

	MAIL ADDRESS:	
		STREET 1:		200 WEST STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10282

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Bridge Street 2016, L.P.
		CENTRAL INDEX KEY:			0001663982
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-39156
		FILM NUMBER:		191283214

	BUSINESS ADDRESS:	
		STREET 1:		200 WEST STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10282-2198
		BUSINESS PHONE:		212-902-1000

	MAIL ADDRESS:	
		STREET 1:		200 WEST STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10282-2198

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			MBD 2016, L.P.
		CENTRAL INDEX KEY:			0001663972
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-39156
		FILM NUMBER:		191283215

	BUSINESS ADDRESS:	
		STREET 1:		200 WEST STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10282-2198
		BUSINESS PHONE:		212-902-1000

	MAIL ADDRESS:	
		STREET 1:		200 WEST STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10282-2198

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Stone Street 2016, L.P.
		CENTRAL INDEX KEY:			0001664071
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-39156
		FILM NUMBER:		191283216

	BUSINESS ADDRESS:	
		STREET 1:		200 WEST STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10282-2198
		BUSINESS PHONE:		212-902-1000

	MAIL ADDRESS:	
		STREET 1:		200 WEST STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10282-2198

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Stone Street 2016 Offshore, L.P.
		CENTRAL INDEX KEY:			0001664070
		STATE OF INCORPORATION:			E9
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-39156
		FILM NUMBER:		191283217

	BUSINESS ADDRESS:	
		STREET 1:		200 WEST STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10282-2198
		BUSINESS PHONE:		212-902-1000

	MAIL ADDRESS:	
		STREET 1:		200 WEST STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10282-2198

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Bridge Street 2016 Offshore, L.P.
		CENTRAL INDEX KEY:			0001663978
		STATE OF INCORPORATION:			E9
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-39156
		FILM NUMBER:		191283218

	BUSINESS ADDRESS:	
		STREET 1:		200 WEST STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10282-2198
		BUSINESS PHONE:		212-902-1000

	MAIL ADDRESS:	
		STREET 1:		200 WEST STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10282-2198

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			MBD 2016 Offshore, L.P.
		CENTRAL INDEX KEY:			0001663973
		STATE OF INCORPORATION:			E9
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-39156
		FILM NUMBER:		191283219

	BUSINESS ADDRESS:	
		STREET 1:		200 WEST STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10282-2198
		BUSINESS PHONE:		212-902-1000

	MAIL ADDRESS:	
		STREET 1:		200 WEST STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10282-2198

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Sprout Social, Inc.
		CENTRAL INDEX KEY:			0001517375
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-PREPACKAGED SOFTWARE [7372]
		IRS NUMBER:				272404165
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		131 SOUTH DEARBORN STREET
		STREET 2:		SUITE 700
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60603
		BUSINESS PHONE:		866-878-3231

	MAIL ADDRESS:	
		STREET 1:		131 SOUTH DEARBORN STREET
		STREET 2:		SUITE 700
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60603
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>ownershipdoc12102019012031.xml
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2019-12-12-05:00</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001517375</issuerCik>
        <issuerName>Sprout Social, Inc.</issuerName>
        <issuerTradingSymbol>SPT</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0000886982</rptOwnerCik>
            <rptOwnerName>GOLDMAN SACHS GROUP INC</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>200 WEST STREET</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>NEW YORK</rptOwnerCity>
            <rptOwnerState>NY</rptOwnerState>
            <rptOwnerZipCode>10282</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>false</isDirector>
            <isOfficer>false</isOfficer>
            <isTenPercentOwner>true</isTenPercentOwner>
            <isOther>false</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0000769993</rptOwnerCik>
            <rptOwnerName>GOLDMAN SACHS &amp; CO. LLC</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>200 WEST STREET</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>NEW YORK</rptOwnerCity>
            <rptOwnerState>NY</rptOwnerState>
            <rptOwnerZipCode>10282</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>false</isDirector>
            <isOfficer>false</isOfficer>
            <isTenPercentOwner>true</isTenPercentOwner>
            <isOther>false</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001575993</rptOwnerCik>
            <rptOwnerName>Broad Street Principal Investments, L.L.C.</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>200 WEST STREET</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>NEW YORK</rptOwnerCity>
            <rptOwnerState>NY</rptOwnerState>
            <rptOwnerZipCode>10282</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>false</isDirector>
            <isOfficer>false</isOfficer>
            <isTenPercentOwner>true</isTenPercentOwner>
            <isOther>false</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001663982</rptOwnerCik>
            <rptOwnerName>Bridge Street 2016, L.P.</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>200 WEST STREET</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>NEW YORK</rptOwnerCity>
            <rptOwnerState>NY</rptOwnerState>
            <rptOwnerZipCode>10282</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>false</isDirector>
            <isOfficer>false</isOfficer>
            <isTenPercentOwner>true</isTenPercentOwner>
            <isOther>false</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001663972</rptOwnerCik>
            <rptOwnerName>MBD 2016, L.P.</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>200 WEST STREET</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>NEW YORK</rptOwnerCity>
            <rptOwnerState>NY</rptOwnerState>
            <rptOwnerZipCode>10282</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>false</isDirector>
            <isOfficer>false</isOfficer>
            <isTenPercentOwner>true</isTenPercentOwner>
            <isOther>false</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001664071</rptOwnerCik>
            <rptOwnerName>Stone Street 2016, L.P.</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>200 WEST STREET</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>NEW YORK</rptOwnerCity>
            <rptOwnerState>NY</rptOwnerState>
            <rptOwnerZipCode>10282</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>false</isDirector>
            <isOfficer>false</isOfficer>
            <isTenPercentOwner>true</isTenPercentOwner>
            <isOther>false</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001664070</rptOwnerCik>
            <rptOwnerName>Stone Street 2016 Offshore, L.P.</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>200 WEST STREET</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>NEW YORK</rptOwnerCity>
            <rptOwnerState>NY</rptOwnerState>
            <rptOwnerZipCode>10282</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>false</isDirector>
            <isOfficer>false</isOfficer>
            <isTenPercentOwner>true</isTenPercentOwner>
            <isOther>false</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001663978</rptOwnerCik>
            <rptOwnerName>Bridge Street 2016 Offshore, L.P.</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>200 WEST STREET</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>NEW YORK</rptOwnerCity>
            <rptOwnerState>NY</rptOwnerState>
            <rptOwnerZipCode>10282</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>false</isDirector>
            <isOfficer>false</isOfficer>
            <isTenPercentOwner>true</isTenPercentOwner>
            <isOther>false</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001663973</rptOwnerCik>
            <rptOwnerName>MBD 2016 Offshore, L.P.</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>200 WEST STREET</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>NEW YORK</rptOwnerCity>
            <rptOwnerState>NY</rptOwnerState>
            <rptOwnerZipCode>10282</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>false</isDirector>
            <isOfficer>false</isOfficer>
            <isTenPercentOwner>true</isTenPercentOwner>
            <isOther>false</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Class A Common Stock, par value $0.0001 value per share</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>10378809</value>
                    <footnoteId id="F1"/>
                    <footnoteId id="F2"/>
                    <footnoteId id="F3"/>
                    <footnoteId id="F4"/>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                    <footnoteId id="F2"/>
                    <footnoteId id="F3"/>
                    <footnoteId id="F4"/>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>See footnotes.</value>
                    <footnoteId id="F2"/>
                    <footnoteId id="F3"/>
                    <footnoteId id="F4"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <derivativeTable></derivativeTable>

    <footnotes>
        <footnote id="F1">This statement is being filed by Goldman Sachs Group, Inc. (&quot;GS Group&quot;), Goldman Sachs &amp; Co. LLC (&quot;Goldman Sachs&quot;), Broad Street Principal Investments, L.L.C. (&quot;BSPI&quot;), Bridge Street 2016 Offshore, L.P. (&quot;Bridge Street 2016 Offshore&quot;), Bridge Street 2016, L.P. (&quot;Bridge Street 2016&quot;), MBD 2016 Offshore, L.P. (&quot;MBD 2016 Offshore&quot;), MBD 2016, L.P. (&quot;MBD 2016&quot;), Stone Street 2016 Offshore, L.P. (&quot;Stone Street 2016 Offshore&quot;), and Stone Street 2016, L.P. (&quot;Stone Street 2016&quot;) (together, the &quot;Reporting Persons&quot;).</footnote>
        <footnote id="F2">Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 10,378,809 shares of Class A Common Stock, par value $0.0001 value per share (&quot;Common Stock&quot;), of Sprout Social, Inc. (the &quot;Issuer&quot;) by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 8,976,268 shares of Class A common stock issuable upon the conversion of shares of preferred stock held by BSPI, (ii) 207,345 shares of Class A common stock issuable upon the conversion of shares of preferred stock held by Bridge Street 2016 Offshore, (iii) 641,465 shares of Class A common stock issuable upon the conversion of shares of preferred stock held by Bridge Street 2016, (iv) 71,797 shares of Class A common stock issuable upon the conversion of shares of preferred stock held by MBD 2016 Offshore, (v) 158,481 shares of Class A common stock issuable upon the conversion of shares of preferred stock held by MBD 2016, (continued in footnote 3)</footnote>
        <footnote id="F3">(vi) 100,161 shares of Class A common stock issuable upon the conversion of shares of preferred stock held by Stone Street 2016 Offshore and (vii) 223,292 shares of Class A common stock issuable upon the conversion of shares of preferred stock held by Stone Street 2016 (Bridge Street Offshore 2016, Bridge Street 2016, MBD 2016 Offshore, MBD 2016, Stone Street Offshore 2016 and Stone Street 2016, together, the &quot;GS Funds&quot;) because affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner, managing general partner, managing partner, managing member or member of each of the Reporting Persons. Goldman Sachs is a wholly-owned subsidiary of GS Group.  Goldman Sachs is the investment manager of the GS Funds.</footnote>
        <footnote id="F4">Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.</footnote>
    </footnotes>

    <remarks></remarks>

    <ownerSignature>
        <signatureName>/s/ Nathan R. Burby, Attorney-in-fact</signatureName>
        <signatureDate>2019-12-12-05:00</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>/s/ Nathan R. Burby, Attorney-in-fact</signatureName>
        <signatureDate>2019-12-12-05:00</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>/s/ Nathan R. Burby, Attorney-in-fact</signatureName>
        <signatureDate>2019-12-12-05:00</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>/s/ Nathan R. Burby, Attorney-in-fact</signatureName>
        <signatureDate>2019-12-12-05:00</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>/s/ Nathan R. Burby, Attorney-in-fact</signatureName>
        <signatureDate>2019-12-12-05:00</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>/s/ Nathan R. Burby, Attorney-in-fact</signatureName>
        <signatureDate>2019-12-12-05:00</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>/s/ Nathan R. Burby, Attorney-in-fact</signatureName>
        <signatureDate>2019-12-12-05:00</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>/s/ Nathan R. Burby, Attorney-in-fact</signatureName>
        <signatureDate>2019-12-12-05:00</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>/s/ Nathan R. Burby, Attorney-in-fact</signatureName>
        <signatureDate>2019-12-12-05:00</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>mbd2016offshore20191212.txt
<TEXT>
<p>POWER OF ATTORNEY<br />
 <br />
KNOW ALL PERSONS BY THESE PRESENTS that MBD 2016 OFFSHORE, L.P.<br />
(the "Company")  does hereby make, constitute and appoint each<br />
of Jamison Yardley and Nathan R. Burby, acting individually, its<br />
true and lawful attorney, to execute and deliver in its name and<br />
on its behalf whether the Company is acting individually or as<br />
representative of others, any and all filings required to be<br />
made by the Company under the Securities Exchange Act of 1934,<br />
(as amended, the "Act"), with respect to securities which may be<br />
deemed to be beneficially owned by the Company under the Act,<br />
giving and granting unto each said attorney-in-fact power and<br />
authority to act in the premises as fully and to all intents and<br />
purposes as the Company might or could do if personally present<br />
by one of its authorized signatories, hereby ratifying and<br />
confirming all that said attorney-in-fact shall lawfully do or<br />
cause to be done by virtue hereof.<br />
 <br />
THIS POWER OF ATTORNEY shall remain in full force and effect<br />
until the earlier of (i)<br />
December 12, 2022 and (ii) such time that it is revoked in<br />
writing by the undersigned; provided that in the event the<br />
attorney-in-fact ceases to be an employee of the Company or its<br />
affiliates or ceases to perform the function in connection with<br />
which he/she was appointed attorney-in-fact prior to such time,<br />
this Power of Attorney shall cease to have effect in relation to<br />
such attorney-in-fact upon such cessation but shall continue in<br />
full force and effect in relation to any remaining<br />
attorneys-in-fact. The Company has the unrestricted right<br />
unilaterally to revoke this Power of Attorney.<br />
 <br />
This Power of Attorney shall be governed by, and construed in<br />
accordance with, the laws of the State of New York, without<br />
regard to rules of conflicts of law.<br />
 <br />
IN WITNESS WHEREOF, the undersigned has duly subscribed these<br />
presents as of December 12, 2019.<br />
 <br />
 <br />
MBD 2016 OFFSHORE, L.P.<br />
 <br />
By: MBD ADVISORS, L.L.C.,<br />
its General Partner<br />
 <br />
 <br />
By: /s/ William Y. Eng<br />
Name: William Y. Eng<br />
Title:  Vice President</p>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>3
<FILENAME>bridgest2016offshore20191212.txt
<TEXT>
<p>POWER OF ATTORNEY<br />
 <br />
KNOW ALL PERSONS BY THESE PRESENTS that BRIDGE STREET 2016<br />
OFFSHORE, L.P. (the "Company")  does hereby make, constitute and<br />
appoint each of Jamison Yardley and Nathan R. Burby, acting<br />
individually, its true and lawful attorney, to execute and<br />
deliver in its name and on its behalf whether the Company is<br />
acting individually or as representative of others, any and all<br />
filings required to be made by the Company under the Securities<br />
Exchange Act of 1934, (as amended, the "Act"), with respect to<br />
securities which may be deemed to be beneficially owned by the<br />
Company under the Act, giving and granting unto each said<br />
attorney-in-fact power and authority to act in the premises as<br />
fully and to all intents and purposes as the Company might or<br />
could do if personally present by one of its authorized<br />
signatories, hereby ratifying and confirming all that said<br />
attorney-in-fact shall lawfully do or cause to be done by virtue<br />
hereof.<br />
 <br />
THIS POWER OF ATTORNEY shall remain in full force and effect<br />
until the earlier of (i)<br />
December 12, 2022 and (ii) such time that it is revoked in<br />
writing by the undersigned; provided that in the event the<br />
attorney-in-fact ceases to be an employee of the Company or its<br />
affiliates or ceases to perform the function in connection with<br />
which he/she was appointed attorney-in-fact prior to such time,<br />
this Power of Attorney shall cease to have effect in relation to<br />
such attorney-in-fact upon such cessation but shall continue in<br />
full force and effect in relation to any remaining<br />
attorneys-in-fact. The Company has the unrestricted right<br />
unilaterally to revoke this Power of Attorney.<br />
 <br />
This Power of Attorney shall be governed by, and construed in<br />
accordance with, the laws of the State of New York, without<br />
regard to rules of conflicts of law.<br />
 <br />
IN WITNESS WHEREOF, the undersigned has duly subscribed these<br />
presents as of December 12, 2019.<br />
 <br />
 <br />
BRIDGE STREET 2016 OFFSHORE, L.P.<br />
 <br />
By: BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.,<br />
its General Partner<br />
 <br />
 <br />
By: /s/ William Y. Eng<br />
Name: William Y. Eng<br />
Title:  Vice President</p>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>4
<FILENAME>stonest2016offshore20191212.txt
<TEXT>
<p>POWER OF ATTORNEY<br />
 <br />
KNOW ALL PERSONS BY THESE PRESENTS that STONE STREET 2016<br />
OFFSHORE, L.P. (the "Company")  does hereby make, constitute and<br />
appoint each of Jamison Yardley and Nathan R. Burby, acting<br />
individually, its true and lawful attorney, to execute and<br />
deliver in its name and on its behalf whether the Company is<br />
acting individually or as representative of others, any and all<br />
filings required to be made by the Company under the Securities<br />
Exchange Act of 1934, (as amended, the "Act"), with respect to<br />
securities which may be deemed to be beneficially owned by the<br />
Company under the Act, giving and granting unto each said<br />
attorney-in-fact power and authority to act in the premises as<br />
fully and to all intents and purposes as the Company might or<br />
could do if personally present by one of its authorized<br />
signatories, hereby ratifying and confirming all that said<br />
attorney-in-fact shall lawfully do or cause to be done by virtue<br />
hereof.<br />
 <br />
THIS POWER OF ATTORNEY shall remain in full force and effect<br />
until the earlier of (i)<br />
December 12, 2022 and (ii) such time that it is revoked in<br />
writing by the undersigned; provided that in the event the<br />
attorney-in-fact ceases to be an employee of the Company or its<br />
affiliates or ceases to perform the function in connection with<br />
which he/she was appointed attorney-in-fact prior to such time,<br />
this Power of Attorney shall cease to have effect in relation to<br />
such attorney-in-fact upon such cessation but shall continue in<br />
full force and effect in relation to any remaining<br />
attorneys-in-fact. The Company has the unrestricted right<br />
unilaterally to revoke this Power of Attorney.<br />
 <br />
This Power of Attorney shall be governed by, and construed in<br />
accordance with, the laws of the State of New York, without<br />
regard to rules of conflicts of law.<br />
 <br />
IN WITNESS WHEREOF, the undersigned has duly subscribed these<br />
presents as of December 12, 2019.<br />
 <br />
 <br />
STONE STREET 2016 OFFSHORE, L.P.<br />
 <br />
By: BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.,<br />
its General Partner<br />
 <br />
 <br />
By: /s/ William Y. Eng<br />
Name: William Y. Eng<br />
Title:  Vice President</p>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>5
<FILENAME>stonest201620191212.txt
<TEXT>
<p>POWER OF ATTORNEY<br />
 <br />
KNOW ALL PERSONS BY THESE PRESENTS that STONE STREET 2016, L.P.<br />
(the "Company")  does hereby make, constitute and appoint each<br />
of Jamison Yardley and Nathan R. Burby, acting individually, its<br />
true and lawful attorney, to execute and deliver in its name and<br />
on its behalf whether the Company is acting individually or as<br />
representative of others, any and all filings required to be<br />
made by the Company under the Securities Exchange Act of 1934,<br />
(as amended, the "Act"), with respect to securities which may be<br />
deemed to be beneficially owned by the Company under the Act,<br />
giving and granting unto each said attorney-in-fact power and<br />
authority to act in the premises as fully and to all intents and<br />
purposes as the Company might or could do if personally present<br />
by one of its authorized signatories, hereby ratifying and<br />
confirming all that said attorney-in-fact shall lawfully do or<br />
cause to be done by virtue hereof.<br />
 <br />
THIS POWER OF ATTORNEY shall remain in full force and effect<br />
until the earlier of (i)<br />
December 10, 2022 and (ii) such time that it is revoked in<br />
writing by the undersigned; provided that in the event the<br />
attorney-in-fact ceases to be an employee of the Company or its<br />
affiliates or ceases to perform the function in connection with<br />
which he/she was appointed attorney-in-fact prior to such time,<br />
this Power of Attorney shall cease to have effect in relation to<br />
such attorney-in-fact upon such cessation but shall continue in<br />
full force and effect in relation to any remaining<br />
attorneys-in-fact. The Company has the unrestricted right<br />
unilaterally to revoke this Power of Attorney.<br />
 <br />
This Power of Attorney shall be governed by, and construed in<br />
accordance with, the laws of the State of New York, without<br />
regard to rules of conflicts of law.<br />
 <br />
IN WITNESS WHEREOF, the undersigned has duly subscribed these<br />
presents as of December 10, 2019.<br />
 <br />
 <br />
STONE STREET 2016, L.P.<br />
 <br />
By: BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.,<br />
its General Partner<br />
 <br />
 <br />
By: /s/ William Y. Eng<br />
Name: William Y. Eng<br />
Title:  Vice President</p>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>6
<FILENAME>mbd201620191212.txt
<TEXT>
<p>POWER OF ATTORNEY<br />
 <br />
KNOW ALL PERSONS BY THESE PRESENTS that MBD 2016, L.P. (the<br />
"Company")  does hereby make, constitute and appoint each of<br />
Jamison Yardley and Nathan R. Burby, acting individually, its<br />
true and lawful attorney, to execute and deliver in its name and<br />
on its behalf whether the Company is acting individually or as<br />
representative of others, any and all filings required to be<br />
made by the Company under the Securities Exchange Act of 1934,<br />
(as amended, the "Act"), with respect to securities which may be<br />
deemed to be beneficially owned by the Company under the Act,<br />
giving and granting unto each said attorney-in-fact power and<br />
authority to act in the premises as fully and to all intents and<br />
purposes as the Company might or could do if personally present<br />
by one of its authorized signatories, hereby ratifying and<br />
confirming all that said attorney-in-fact shall lawfully do or<br />
cause to be done by virtue hereof.<br />
 <br />
THIS POWER OF ATTORNEY shall remain in full force and effect<br />
until the earlier of (i)<br />
December 10, 2022 and (ii) such time that it is revoked in<br />
writing by the undersigned; provided that in the event the<br />
attorney-in-fact ceases to be an employee of the Company or its<br />
affiliates or ceases to perform the function in connection with<br />
which he/she was appointed attorney-in-fact prior to such time,<br />
this Power of Attorney shall cease to have effect in relation to<br />
such attorney-in-fact upon such cessation but shall continue in<br />
full force and effect in relation to any remaining<br />
attorneys-in-fact. The Company has the unrestricted right<br />
unilaterally to revoke this Power of Attorney.<br />
 <br />
This Power of Attorney shall be governed by, and construed in<br />
accordance with, the laws of the State of New York, without<br />
regard to rules of conflicts of law.<br />
 <br />
IN WITNESS WHEREOF, the undersigned has duly subscribed these<br />
presents as of December 10, 2019.<br />
 <br />
 <br />
MBD 2016, L.P.<br />
 <br />
By: MBD ADVISORS, L.L.C.,<br />
its General Partner<br />
 <br />
 <br />
By: /s/ William Y. Eng<br />
Name: William Y. Eng<br />
Title:  Vice President</p>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>7
<FILENAME>bridgest201620191212.txt
<TEXT>
<p>POWER OF ATTORNEY<br />
 <br />
KNOW ALL PERSONS BY THESE PRESENTS that BRIDGE STREET 2016, L.P.<br />
(the "Company")  does hereby make, constitute and appoint each<br />
of Jamison Yardley and Nathan R. Burby, acting individually, its<br />
true and lawful attorney, to execute and deliver in its name and<br />
on its behalf whether the Company is acting individually or as<br />
representative of others, any and all filings required to be<br />
made by the Company under the Securities Exchange Act of 1934,<br />
(as amended, the "Act"), with respect to securities which may be<br />
deemed to be beneficially owned by the Company under the Act,<br />
giving and granting unto each said attorney-in-fact power and<br />
authority to act in the premises as fully and to all intents and<br />
purposes as the Company might or could do if personally present<br />
by one of its authorized signatories, hereby ratifying and<br />
confirming all that said attorney-in-fact shall lawfully do or<br />
cause to be done by virtue hereof.<br />
 <br />
THIS POWER OF ATTORNEY shall remain in full force and effect<br />
until the earlier of (i)<br />
December 10, 2022 and (ii) such time that it is revoked in<br />
writing by the undersigned; provided that in the event the<br />
attorney-in-fact ceases to be an employee of the Company or its<br />
affiliates or ceases to perform the function in connection with<br />
which he/she was appointed attorney-in-fact prior to such time,<br />
this Power of Attorney shall cease to have effect in relation to<br />
such attorney-in-fact upon such cessation but shall continue in<br />
full force and effect in relation to any remaining<br />
attorneys-in-fact. The Company has the unrestricted right<br />
unilaterally to revoke this Power of Attorney.<br />
 <br />
This Power of Attorney shall be governed by, and construed in<br />
accordance with, the laws of the State of New York, without<br />
regard to rules of conflicts of law.<br />
 <br />
IN WITNESS WHEREOF, the undersigned has duly subscribed these<br />
presents as of December 10, 2019.<br />
 <br />
 <br />
BRIDGE STREET 2016, L.P.<br />
 <br />
By: BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.,<br />
its General Partner<br />
 <br />
 <br />
By: /s/ William Y. Eng<br />
Name: William Y. Eng<br />
Title:  Vice President</p>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>8
<FILENAME>broadstreetpi20191212.txt
<TEXT>
<p>POWER OF ATTORNEY<br />
 <br />
KNOW ALL PERSONS BY THESE PRESENTS that BROAD STREET PRINCIPAL<br />
INVESTMENTS, L.L.C. (the "Company")  does hereby make,<br />
constitute and appoint each of Jamison Yardley and Nathan R.<br />
Burby, acting individually, its true and lawful attorney, to<br />
execute and deliver in its name and on its behalf whether the<br />
Company is acting individually or as representative of others,<br />
any and all filings required to be made by the Company under the<br />
Securities Exchange Act of 1934, (as amended, the "Act"), with<br />
respect to securities which may be deemed to be beneficially<br />
owned by the Company under the Act, giving and granting unto<br />
each said attorney-in-fact power and authority to act in the<br />
premises as fully and to all intents and purposes as the Company<br />
might or could do if personally present by one of its authorized<br />
signatories, hereby ratifying and confirming all that said<br />
attorney-in-fact shall lawfully do or cause to be done by virtue<br />
hereof.<br />
 <br />
THIS POWER OF ATTORNEY shall remain in full force and effect<br />
until the earlier of (i)<br />
December 10, 2022 and (ii) such time that it is revoked in<br />
writing by the undersigned; provided that in the event the<br />
attorney-in-fact ceases to be an employee of the Company or its<br />
affiliates or ceases to perform the function in connection with<br />
which he/she was appointed attorney-in-fact prior to such time,<br />
this Power of Attorney shall cease to have effect in relation to<br />
such attorney-in-fact upon such cessation but shall continue in<br />
full force and effect in relation to any remaining<br />
attorneys-in-fact. The Company has the unrestricted right<br />
unilaterally to revoke this Power of Attorney.<br />
 <br />
This Power of Attorney shall be governed by, and construed in<br />
accordance with, the laws of the State of New York, without<br />
regard to rules of conflicts of law.<br />
 <br />
IN WITNESS WHEREOF, the undersigned has duly subscribed these<br />
presents as of December 10, 2019.<br />
 <br />
 <br />
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.<br />
 <br />
By: Goldman Sachs & Co. LLC,<br />
its Manager<br />
 <br />
By: /s/ William Y. Eng<br />
Name: William Y. Eng<br />
Title:  Vice President</p>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>9
<FILENAME>gscopoanov2019.txt
<TEXT>
<p> <br />
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS & CO. LLC<br />
(the "Company") does hereby make, constitute and appoint each of<br />
Jamison Yardley and Nathan R. Burby, acting individually, its<br />
true and lawful attorney, to execute and deliver in its name and<br />
on its behalf whether the Company is acting individually or as<br />
representative of others, any and all filings required to be<br />
made by the Company under the Securities Exchange Act of 1934,<br />
(as amended, the "Act"), with respect to securities which may be<br />
deemed to be beneficially owned by the Company under the Act,<br />
giving and granting unto each said attorney-in-fact power and<br />
authority to act in the premises as fully and to all intents and<br />
purposes as the Company might or could do if personally present<br />
by one of its authorized signatories, hereby ratifying and<br />
confirming all that said attorney-in-fact shall lawfully do or<br />
cause to be done by virtue hereof.<br />
 <br />
THIS POWER OF ATTORNEY shall remain in full force and effect<br />
until the earlier of (i)<br />
November 3, 2022 and (ii) such time that it is revoked in writing<br />
by the Company; provided that in the event the attorney-in-fact<br />
ceases to be an employee of the Company or its affiliates or<br />
ceases to perform the function in connection with which he/she<br />
was appointed attorney-in-fact prior to such time, this Power of<br />
Attorney shall cease to have effect in relation to such<br />
attorney-in-fact upon such cessation but shall continue in full<br />
force and effect in relation to any remaining attorneys-in-fact.<br />
The Company has the unrestricted right unilaterally to revoke<br />
this Power of Attorney.<br />
 <br />
This Power of Attorney shall be governed by, and construed in<br />
accordance with, the laws of the State of New York, without<br />
regard to rules of conflicts of law.<br />
 <br />
IN WITNESS WHEREOF, the undersigned has duly subscribed these<br />
presents as of November 8, 2019.<br />
 <br />
 <br />
GOLDMAN SACHS & CO. LLC<br />
 <br />
 <br />
/s/ Karen P. Seymour<br />
Name: Karen P. Seymour<br />
Title: Managing Director</p>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>10
<FILENAME>gsgrouppoanov2019.txt
<TEXT>
<p> <br />
KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP,<br />
INC. (the "Company") does hereby make, constitute and appoint<br />
each of Jamison Yardley and Nathan R. Burby, acting<br />
individually, its true and lawful attorney, to execute and<br />
deliver in its name and on its behalf whether the Company is<br />
acting individually or as representative of others, any and all<br />
filings required to be made by the Company under the Securities<br />
Exchange Act of 1934, (as amended, the "Act"), with respect to<br />
securities which may be deemed to be beneficially owned by the<br />
Company under the Act, giving and granting unto each said<br />
attorney-in-fact power and authority to act in the premises as<br />
fully and to all intents and purposes as the Company might or<br />
could do if personally present by one of its authorized<br />
signatories, hereby ratifying and confirming all that said<br />
attorney-in-fact shall lawfully do or cause to be done by virtue<br />
hereof.<br />
 <br />
THIS POWER OF ATTORNEY shall remain in full force and effect<br />
until the earlier of (i)<br />
November 3, 2022 and (ii) such time that it is revoked in writing<br />
by the Company; provided that in the event the attorney-in-fact<br />
ceases to be an employee of the Company or its affiliates or<br />
ceases to perform the function in connection with which he/she<br />
was appointed attorney-in-fact prior to such time, this Power of<br />
Attorney shall cease to have effect in relation to such<br />
attorney-in-fact upon such cessation but shall continue in full<br />
force and effect in relation to any remaining attorneys-in-fact.<br />
The Company has the unrestricted right unilaterally to revoke<br />
this Power of Attorney.<br />
 <br />
This Power of Attorney shall be governed by, and construed in<br />
accordance with, the laws of the State of New York, without<br />
regard to rules of conflicts of law.<br />
 <br />
IN WITNESS WHEREOF, the undersigned has duly subscribed these<br />
presents as of November 8, 2019.<br />
 <br />
 <br />
THE GOLDMAN SACHS GROUP, INC.<br />
 <br />
/s/ Karen P. Seymour<br />
Name: Karen P. Seymour<br />
Title: Executive Vice President, General Counsel and Secretary</p>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
