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 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 *
ICONIQ STRATEGIC PARTNERS II, L.P.
  2. Issuer Name and Ticker or Trading Symbol
Sprinklr, Inc. [CXM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O ICONIQ CAPITAL, 394 PACIFIC AVENUE, 2ND FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
09/14/2021
(Street)

SAN FRANCISCO, CA 94111
4. If Amendment, Date 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
(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 09/14/2021   C(1)   1,944,516 A (1) 2,102,236 D (2) (9) (10)  
Class A Common Stock 09/14/2021   C(3)   1,522,168 A (3) 1,645,630 I (4) (9) (10) By ICONIQ Strategic Partners II-B, L.P.
Class A Common Stock 09/14/2021   C(5)   8,206,325 A (5) 8,466,390 I (6) (9) (10) ICONIQ Strategic Partners, L.P.
Class A Common Stock 09/14/2021   C(7)   804,723 A (7) 869,994 I (8) (9) (10) ICONIQ Strategic Partners-B, L.P.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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
Class B Common Stock (11) 09/14/2021   C(1)     1,944,516   (11)   (11) Class A Common Stock 1,944,516 (11) 4,537,203 D (2) (9) (10)  
Class B Common Stock (11) 09/14/2021   C(3)     1,522,168   (11)   (11) Class A Common Stock 1,522,168 (11) 3,551,725 I (4) (9) (10) By ICONIQ Strategic Partners II-B, L.P.
Class B Common Stock (11) 09/14/2021   C(5)     8,206,325   (11)   (11) Class A Common Stock 8,206,325 (11) 2,481,424 I (6) (9) (10) ICONIQ Strategic Partners, L.P.
Class B Common Stock (11) 09/14/2021   C(7)     804,723   (11)   (11) Class A Common Stock 804,723 (11) 1,877,688 I (8) (9) (10) ICONIQ Strategic Partners-B, L.P.

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ICONIQ STRATEGIC PARTNERS II, L.P.
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA 94111
    X    
ICONIQ STRATEGIC PARTNERS II-B, L.P.
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA 94111
    X    
ICONIQ Strategic Partners II GP, L.P.
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA 94111
    X    
ICONIQ Strategic Partners II TT GP, Ltd
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA 94111
    X    
ICONIQ Strategic Partners, L.P.
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA 94111
    X    
ICONIQ Strategic Partners-B, L.P.
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA 94111
    X    
ICONIQ Strategic Partners GP, L.P.
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA 94111
    X    
ICONIQ Strategic Partners TT GP, Ltd.
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA 94111
    X    
Makan Divesh
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA 94111
    X    
Griffith William J.G.
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA 94111
    X    

Signatures

 ICONIQ Strategic Partners II, L.P., By: ICONIQ Strategic Partners II GP, L.P., By: ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster   11/18/2021
**Signature of Reporting Person Date

 ICONIQ Strategic Partners II-B, L.P., By: ICONIQ Strategic Partners II GP, L.P., By: ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster   11/18/2021
**Signature of Reporting Person Date

 ICONIQ Strategic Partners II GP, L.P., By: ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster   11/18/2021
**Signature of Reporting Person Date

 ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster   11/18/2021
**Signature of Reporting Person Date

 ICONIQ Strategic Partners, L.P., By: ICONIQ Strategic Partners GP, L.P., By: ICONIQ Strategic Partners TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster   11/18/2021
**Signature of Reporting Person Date

 ICONIQ Strategic Partners-B, L.P., By: ICONIQ Strategic Partners GP, L.P., By: ICONIQ Strategic Partners TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster   11/18/2021
**Signature of Reporting Person Date

 ICONIQ Strategic Partners GP, L.P., By: ICONIQ Strategic Partners TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster   11/18/2021
**Signature of Reporting Person Date

 ICONIQ Strategic Partners TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster   11/18/2021
**Signature of Reporting Person Date

 /s/ Divesh Makan   11/18/2021
**Signature of Reporting Person Date

 /s/ William J.G. Griffith   11/18/2021
**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) On September 14, 2021, ICONIQ Strategic Partners II, L.P. ("ICONIQ II") converted in the aggregate 1,944,516 shares of the Issuer's Class B Common Stock into 1,944,516 shares of the Issuer's Class A Common Stock.
(2) Shares held by ICONIQ II.
(3) On September 14, 2021, ICONIQ Strategic Partners II-B, L.P. ("ICONIQ II-B") converted in the aggregate 1,522,168 shares of the Issuer's Class B Common Stock into 1,522,168 shares of the Issuer's Class A Common Stock.
(4) Shares held by ICONIQ II-B.
(5) On September 14, 2021, ICONIQ Strategic Partners, L.P. ("ICONIQ") converted in the aggregate 8,206,325 shares of the Issuer's Class B Common Stock into 8,206,325 shares of the Issuer's Class A Common Stock.
(6) Shares held by ICONIQ.
(7) On September 14, 2021, ICONIQ Strategic Partners-B, L.P. ("ICONIQ-B") converted in the aggregate 804,723 shares of the Issuer's Class B Common Stock into 804,723 shares of the Issuer's Class A Common Stock.
(8) Shares held by ICONIQ-B.
(9) ICONIQ Strategic Partners II GP, L.P. ("ICONIQ GP II"), is the sole general partner of ICONIQ II and ICONIQ II-B. ICONIQ Strategic Partners II TT GP, Ltd. ("ICONIQ Parent GP II") is the sole general partner of ICONIQ GP II. ICONIQ Strategic Partners GP, L.P. ("ICONIQ GP") is the sole general partner of ICONIQ and ICONIQ-B. ICONIQ Strategic Partners TT GP, Ltd. ("ICONIQ Parent GP") is the sole general partner of ICONIQ GP. Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders of each of ICONIQ Parent GP II and ICONIQ Parent GP.
(10) Each of ICONIQ II GP, ICONIQ Parent GP II, ICONIQ GP, ICONIQ Parent GP, Makan and Griffith disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
(11) 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.

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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