SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Agrawal Neeraj

(Last)

(First)

(Middle)

C/O SPRINKLR, INC.

29 WEST 35TH STREET, 7TH FLOOR

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Sprinklr, Inc. [ CXM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2021

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/25/2021		C		41,041,031	A	⁽¹⁾	41,070,734	I	By Battery Ventures IX, L.P.⁽²⁾
Common Stock	06/25/2021		C		410,373	A	⁽¹⁾	410,670	I	By Battery Investment Partners IX, LLC⁽³⁾
Common Stock	06/25/2021		C		1,545,044	A	⁽¹⁾	2,407,137	I	By Battery Ventures Select Fund I, L.P⁽⁴⁾
Common Stock	06/25/2021		C		152,806	A	⁽¹⁾	238,068	I	By Battery Investment Partners Select Fund I, L.P.⁽⁵⁾
Common Stock	06/25/2021		J⁽⁶⁾		41,070,734	D	⁽⁶⁾	0	I	By Battery Ventures IX, L.P.⁽²⁾
Common Stock	06/25/2021		J⁽⁶⁾		410,670	D	⁽⁶⁾	0	I	By Battery Investment Partners IX, LLC⁽³⁾
Common Stock	06/25/2021		J⁽⁶⁾		2,407,137	D	⁽⁶⁾	0	I	By Battery Ventures Select Fund I, L.P⁽⁴⁾
Common Stock	06/25/2021		J⁽⁶⁾		238,068	D	⁽⁶⁾	0	I	By Battery Investment Partners Select Fund I, L.P.⁽⁵⁾
Class A Common Stock	06/25/2021		P		977,095	A	$16	977,095	I	By Battery Ventures Select Fund I, L.P⁽⁴⁾
Class A Common Stock	06/25/2021		P		96,636	A	$16	96,636	I	By Battery Investment Partners Select Fund I, L.P.⁽⁵⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$16	06/25/2021		A		12,789		⁽⁷⁾	06/25/2031	Class A Common Stock	12,789	$0.00	12,789	D
Series A Preferred Stock	⁽¹⁾	06/25/2021		C			19,846,041	⁽¹⁾	⁽¹⁾	Common Stock	19,846,041	$0.00	0	I	By Battery Ventures IX, L.P.⁽²⁾
Series A Preferred Stock	⁽¹⁾	06/25/2021		C			198,440	⁽¹⁾	⁽¹⁾	Common Stock	198,440	$0.00	0	I	By Battery Investment Partners IX, LLC⁽³⁾
Series B Preferred Stock	⁽¹⁾	06/25/2021		C			14,321,250	⁽¹⁾	⁽¹⁾	Common Stock	14,321,250	$0.00	0	I	By Battery Ventures IX, L.P.⁽²⁾
Series B Preferred Stock	⁽¹⁾	06/25/2021		C			143,199	⁽¹⁾	⁽¹⁾	Common Stock	143,199	$0.00	0	I	By Battery Investment Partners IX, LLC⁽³⁾
Series C Preferred Stock	⁽¹⁾	06/25/2021		C			6,473,307	⁽¹⁾	⁽¹⁾	Common Stock	6,473,307	$0.00	0	I	By Battery Ventures IX, L.P.⁽²⁾
Series C Preferred Stock	⁽¹⁾	06/25/2021		C			64,728	⁽¹⁾	⁽¹⁾	Common Stock	64,728	$0.00	0	I	By Battery Investment Partners IX, LLC⁽³⁾
Series D Preferred Stock	⁽¹⁾	06/25/2021		C			287,166	⁽¹⁾	⁽¹⁾	Common Stock	287,166	$0.00	0	I	By Battery Ventures IX, L.P.⁽²⁾
Series D Preferred Stock	⁽¹⁾	06/25/2021		C			2,871	⁽¹⁾	⁽¹⁾	Common Stock	2,871	$0.00	0	I	By Battery Investment Partners IX, LLC⁽³⁾
Series D-2 Preferred Stock	⁽¹⁾	06/25/2021		C			91,707	⁽¹⁾	⁽¹⁾	Common Stock	91,707	$0.00	0	I	By Battery Ventures IX, L.P.⁽²⁾
Series D-2 Preferred Stock	⁽¹⁾	06/25/2021		C			918	⁽¹⁾	⁽¹⁾	Common Stock	918	$0.00	0	I	By Battery Investment Partners IX, LLC⁽³⁾
Series E-1 Preferred Stock	⁽¹⁾	06/25/2021		C			14,289	⁽¹⁾	⁽¹⁾	Common Stock	14,289	$0.00	0	I	By Battery Ventures IX, L.P.⁽²⁾
Series E-1 Preferred Stock	⁽¹⁾	06/25/2021		C			144	⁽¹⁾	⁽¹⁾	Common Stock	144	$0.00	0	I	By Battery Investment Partners IX, LLC⁽³⁾
Series E-1 Preferred Stock	⁽¹⁾	06/25/2021		C			78,340	⁽¹⁾	⁽¹⁾	Common Stock	78,340	$0.00	0	I	By Battery Ventures Select Fund I, L.P⁽⁴⁾
Series E-1 Preferred Stock	⁽¹⁾	06/25/2021		C			7,748	⁽¹⁾	⁽¹⁾	Common Stock	7,748	$0.00	0	I	By Battery Investment Partners Select Fund I, L.P.⁽⁵⁾
Series E-2 Preferred Stock	⁽¹⁾	06/25/2021		C			1,773	⁽¹⁾	⁽¹⁾	Common Stock	1,773	$0.00	0	I	By Battery Ventures IX, L.P.⁽²⁾
Series E-2 Preferred Stock	⁽¹⁾	06/25/2021		C			18	⁽¹⁾	⁽¹⁾	Common Stock	18	$0.00	0	I	By Battery Investment Partners IX, LLC⁽³⁾
Series E-2 Preferred Stock	⁽¹⁾	06/25/2021		C			30,499	⁽¹⁾	⁽¹⁾	Common Stock	30,499	$0.00	0	I	By Battery Ventures Select Fund I, L.P⁽⁴⁾
Series E-2 Preferred Stock	⁽¹⁾	06/25/2021		C			3,016	⁽¹⁾	⁽¹⁾	Common Stock	3,016	$0.00	0	I	By Battery Investment Partners Select Fund I, L.P.⁽⁵⁾
Series F Preferred Stock	⁽¹⁾	06/25/2021		C			5,498	⁽¹⁾	⁽¹⁾	Common Stock	5,498	$0.00	0	I	By Battery Ventures IX, L.P.⁽²⁾
Series F Preferred Stock	⁽¹⁾	06/25/2021		C			55	⁽¹⁾	⁽¹⁾	Common Stock	55	$0.00	0	I	By Battery Investment Partners IX, LLC⁽³⁾
Series F Preferred Stock	⁽¹⁾	06/25/2021		C			1,436,205	⁽¹⁾	⁽¹⁾	Common Stock	1,436,205	$0.00	0	I	By Battery Ventures Select Fund I, L.P⁽⁴⁾
Series F Preferred Stock	⁽¹⁾	06/25/2021		C			142,042	⁽¹⁾	⁽¹⁾	Common Stock	142,042	$0.00	0	I	By Battery Investment Partners Select Fund I, L.P.⁽⁵⁾
Class B Common Stock	⁽⁸⁾	06/25/2021		J⁽⁶⁾		41,070,734		⁽⁸⁾	⁽⁸⁾	Class A Common Stock	41,070,734	$0.00	41,070,734	I	By Battery Ventures IX, L.P.⁽²⁾
Class B Common Stock	⁽⁸⁾	06/25/2021		J⁽⁶⁾		410,670		⁽⁸⁾	⁽⁸⁾	Class A Common Stock	410,670	$0.00	410,670	I	By Battery Investment Partners IX, LLC⁽³⁾
Class B Common Stock	⁽⁸⁾	06/25/2021		J⁽⁶⁾		2,407,137		⁽⁸⁾	⁽⁸⁾	Class A Common Stock	2,407,137	$0.00	2,407,137	I	By Battery Ventures Select Fund I, L.P⁽⁴⁾
Class B Common Stock	⁽⁸⁾	06/25/2021		J⁽⁶⁾		238,068		⁽⁸⁾	⁽⁸⁾	Class A Common Stock	238,068	$0.00	238,068	I	By Battery Investment Partners Select Fund I, L.P.⁽⁵⁾

Explanation of Responses:

1. Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-2 Preferred Stock, Series E-1 Preferred Stock, Series E-2 Preferred Stock and Series F Preferred Stock automatically converted into shares of Common Stock on a 1:1 basis prior to being reclassified into shares of Series B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering.

2. The reported securities are owned directly by Battery Ventures IX, L.P. ("BV IX"). The sole general partner of BV IX is Battery Partners IX, LLC ("BP IX"). BP IX's investment adviser is Battery Management Corp. The Reporting Person is a managing member of BP IX and may be deemed to share voting and dispositive power over the securities held by BV IX. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose.

3. The reported securities are owned directly by Battery Investment Partners IX, LLC ("BIP IX"). The sole managing member of BIP IX is BP IX. BP IX's investment adviser is Battery Management Corp. The Reporting Person is a managing members of BP IX and may be deemed to share voting and dispositive power over the securities held by BIP IX. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose.

4. The reported securities are owned directly by Battery Ventures Select Fund I, L.P. ("BV Select I"). The sole general partner of BV Select I is Battery Partners Select Fund I, L.P. ("BP Select I"). The general partner of BP Select I is Battery Partners Select Fund I GP, LLC ("BP Select I GP"). BP Select I GP's investment adviser is Battery Management Corp. The Reporting Person is a managing member of BP Select I GP and may be deemed to share voting and dispositive power over the securities held by BV Select I. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose.

5. The reported securities are owned directly by Battery Investment Partners Select Fund I, L.P. ("BIP Select I"). The sole general partner of BIP Select I is BP Select I GP. BP Select I GP's investment adviser is Battery Management Corp. The Reporting Person is a managing member of BP Select I GP and may be deemed to share voting and dispositive power over the securities held by BIP Select I. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose.

6. Immediately prior to the closing of the Issuer's initial public offering, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.

7. The option will vest in full on the earlier of (a) June 25, 2022 or (b) the day prior to the date of the Issuer's next annual stockholder meeting, subject to the Reporting Person's continuous service through such vesting date.

8. Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock. Each share of Class B Common Stock will convert automatically into shares of Class A common stock, on a one-to-one basis, upon the following: (1) the sale or transfer of such share of Class B Common Stock, subject to certain exceptions specified in the Issuer's amended and restated certificate of incorporation; (2) the death of the Reporting Person; and (3) the final conversion date, defined as the first trading day on or after the date on which the outstanding shares of Class B Common Stock represent less than 5.0% of the Issuer's then-outstanding Class A and Class B Common Stock to certain timing criteria.

Remarks:

	/s/ Jason Minio, Attorney-in-Fact	06/29/2021
	** 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 4 (b)(v).
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