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*
ICONIQ Strategic Partners, L.P.

(Last) (First) (Middle)
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/12/2022
4. 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 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 09/12/2022 J(1) 5,438,692 D (1) 0 D(2)(9)(10)
Class A Common Stock 09/12/2022 J(3) 1,365,003 D (3) 0 I(4)(9)(10) By ICONIQ Strategic Partners-B, L.P.
Class A Common Stock 09/12/2022 J(5) 3,177,383 D (5) 0 I(6)(9)(10) By ICONIQ Strategic Partners II, L.P.
Class A Common Stock 09/12/2022 J(7) 2,487,258 D (7) 0 I(8)(9)(10) By ICONIQ Strategic Partners II-B, L.P.
Class A Common Stock 09/12/2022 J(1)(3)(5)(7) 898,189 A (1)(3)(5)(7) 1,223,027 I(11) By Divesh Makan
Class A Common Stock 09/12/2022 J(1)(3)(5)(7) 901,536 A (1)(3)(5)(7) 1,227,532 I(12) By William J.G. Griffith
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
ICONIQ Strategic Partners, L.P.

(Last) (First) (Middle)
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ICONIQ Strategic Partners-B, L.P.

(Last) (First) (Middle)
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ICONIQ Strategic Partners GP, L.P.

(Last) (First) (Middle)
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ICONIQ Strategic Partners TT GP, Ltd.

(Last) (First) (Middle)
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ICONIQ STRATEGIC PARTNERS II, L.P.

(Last) (First) (Middle)
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ICONIQ STRATEGIC PARTNERS II-B, L.P.

(Last) (First) (Middle)
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ICONIQ Strategic Partners II GP, L.P.

(Last) (First) (Middle)
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ICONIQ Strategic Partners II TT GP, Ltd

(Last) (First) (Middle)
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Makan Divesh

(Last) (First) (Middle)
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Griffith William J.G.

(Last) (First) (Middle)
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
Explanation of Responses:
1. On September 12, 2022, ICONIQ Strategic Partners, L.P. ("ICONIQ") distributed, for no consideration, in the aggregate 5,438,692 shares of the Issuer's Class A Common Stock (the "ICONIQ Shares") to its limited partners and to ICONIQ Strategic Partners GP, L.P. ("ICONIQ GP"), representing each such partner's pro rata interest in such ICONIQ Shares. On the same date, ICONIQ GP distributed, for no consideration, the ICONIQ Shares it received in the distribution by ICONIQ to its partners, representing each such partner's pro rata interest in such ICONIQ Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
2. The shares are held by ICONIQ.
3. On September 12, 2022, ICONIQ Strategic Partners-B, L.P. ("ICONIQ-B") distributed, for no consideration, in the aggregate 1,365,003 shares of the Issuer's Class A Common Stock (the "ICONIQ-B Shares") to its limited partners and to ICONIQ GP, representing each such partner's pro rata interest in such ICONIQ-B Shares. On the same date, ICONIQ GP distributed, for no consideration, the ICONIQ-B Shares it received in the distribution by ICONIQ-B to its partners, representing each such partner's pro rata interest in such ICONIQ-B Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act.
4. The shares are held by ICONIQ-B.
5. On September 12, 2022, ICONIQ Strategic Partners II, L.P. ("ICONIQ II") distributed, for no consideration, in the aggregate 3,177,383 shares of the Issuer's Class A Common Stock (the "ICONIQ II Shares") to its limited partners and to ICONIQ Strategic Partners II GP, L.P. ("ICONIQ II GP"), representing each such partner's pro rata interest in such ICONIQ II Shares. On the same date, ICONIQ II GP distributed, for no consideration, the ICONIQ II Shares it received in the distribution by ICONIQ II to its partners, representing each such partner's pro rata interest in such ICONIQ II Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act.
6. The shares are held by ICONIQ II.
7. On September 12, 2022, ICONIQ Strategic Partners II-B, L.P. ("ICONIQ II-B") distributed, for no consideration, in the aggregate 2,487,258 shares of the Issuer's Class A Common Stock (the "ICONIQ II-B Shares") to its limited partners and to ICONIQ II GP, representing each such partner's pro rata interest in such ICONIQ II-B Shares. On the same date, ICONIQ II GP distributed, for no consideration, the ICONIQ II-B Shares it received in the distribution by ICONIQ II-B to its partners, representing each such partner's pro rata interest in such ICONIQ II-B Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act.
8. The shares are held by ICONIQ II-B.
9. 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. ICONIQ II GP is the sole general partner of ICONIQ II and ICONIQ II-B. ICONIQ Strategic Partners II TT GP, Ltd. ("ICONIQ II Parent GP") is the sole general partner of ICONIQ II GP. Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders of each of ICONIQ Parent GP and ICONIQ II Parent GP.
10. Each of ICONIQ GP, ICONIQ Parent GP, ICONIQ II GP, ICONIQ II Parent GP, Makan and Griffith disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of 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. The shares are held directly by Makan through his family trust of which he is a trustee and another estate planning trust having an independent trustee. Includes ICONIQ Shares, ICONIQ-B Shares, ICONIQ II Shares and ICONIQ II-B Shares received in the distributions described in footnotes (1), (3), (5) and (7) above.
12. The shares are held directly by Griffith through his family trust of which he is a trustee and another estate planning trust having an independent trustee. Includes ICONIQ Shares, ICONIQ-B Shares, ICONIQ II Shares and ICONIQ II-B Shares received in the distributions described in footnotes (1), (3), (5) and (7) above.
Remarks:
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 09/14/2022
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 09/14/2022
ICONIQ Strategic Partners GP, L.P., By: ICONIQ Strategic Partners TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 09/14/2022
ICONIQ Strategic Partners TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 09/14/2022
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 09/14/2022
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 09/14/2022
ICONIQ Strategic Partners II GP, L.P., By: ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 09/14/2022
ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 09/14/2022
/s/ Divesh Makan 09/14/2022
/s/ William J.G. Griffith 09/14/2022
** Signature of Reporting Person Date
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