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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Sprinklr, Inc. [ CXM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||||||||||||||
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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*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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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 | |
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). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |