FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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. Date of Event Requiring Statement (Month/Day/Year)
06/22/2021
3. Issuer Name and Ticker or Trading Symbol
Sprinklr, Inc. [CXM]
(Last)
(First)
(Middle)
C/O ICONIQ CAPITAL, 394 PACIFIC AVENUE, 2ND FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN FRANCISCO, CA 94111
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 758,821 (1)
D (2) (3) (4)
 
Common Stock 594,020 (1)
I (3) (4) (5)
By ICONIQ Strategic Partners II-B, L.P.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferred Stock   (6)   (6) Common Stock 2,309,168 (1) (6) $ (6) D (2) (3) (4)  
Series B Preferred Stock   (6)   (6) Common Stock 1,807,612 (1) (6) $ (6) I (3) (4) (5) By ICONIQ Strategic Partners II-B, L.P.
Series D Preferred Stock   (6)   (6) Common Stock 9,418,425 (1) (6) $ (6) I (3) (4) (7) By ICONIQ Strategic Partners, L.P.
Series D Preferred Stock   (6)   (6) Common Stock 2,363,838 (1) (6) $ (6) I (3) (4) (8) ICONIQ Strategic Partners-B, L.P.
Series D-2 Preferred Stock   (6)   (6) Common Stock 2,164,349 (1) (6) $ (6) D (2) (3) (4)  
Series D-2 Preferred Stock   (6)   (6) Common Stock 1,694,248 (1) (6) $ (6) I (3) (4) (5) By ICONIQ Strategic Partners II-B, L.P.
Series D-2 Preferred Stock   (6)   (6) Common Stock 1,269,324 (1) (6) $ (6) I (3) (4) (7) By ICONIQ Strategic Partners, L.P.
Series D-2 Preferred Stock   (6)   (6) Common Stock 318,573 (1) (6) $ (6) I (3) (4) (8) By ICONIQ Strategic Partners-B, L.P.
Series E-1 Preferred Stock   (6)   (6) Common Stock 429,327 (1) (6) $ (6) D (2) (3) (4)  
Series E-1 Preferred Stock   (6)   (6) Common Stock 336,077 (1) (6) $ (6) I (3) (4) (5) By ICONIQ Strategic Partners II-B, L.P.
Series E-2 Preferred Stock   (6)   (6) Common Stock 59,823 (1) (6) $ (6) D (2) (3) (4)  
Series E-2 Preferred Stock   (6)   (6) Common Stock 46,829 (1) (6) $ (6) I (3) (4) (5) By ICONIQ Strategic Partners II-B, L.P.
Series F Preferred Stock   (6)   (6) Common Stock 760,231 (1) (6) $ (6) D (2) (3) (4)  
Series F Preferred Stock   (6)   (6) Common Stock 595,107 (1) (6) $ (6) I (3) (4) (5) By ICONIQ Strategic Partners II-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, 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 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 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    
Griffith William J.G.
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    

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 06/22/2021
**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 06/22/2021
**Signature of Reporting Person Date

ICONIQ Strategic Partners GP, L.P., by ICONIQ Strategic Partners TT GP, Ltd., its general partner, by Kevin Foster, its Senior Vice President, /s/ Kevin Foster 06/22/2021
**Signature of Reporting Person Date

ICONIQ Strategic Partners-B, L.P., by ICONIQ Strategic Partners GP, L.P., its general partner, by ICONIQ Strategic Partners TT GP, Ltd., its general partner, by Kevin Foster, its Senior Vice President /s/ Kevin Foster 06/22/2021
**Signature of Reporting Person Date

ICONIQ Strategic Partners II GP, L.P., ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 06/22/2021
**Signature of Reporting Person Date

ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 06/22/2021
**Signature of Reporting Person Date

ICONIQ Strategic Partners GP, L.P., by ICONIQ Strategic Partners TT GP, Ltd., its general partner, by Kevin Foster, its Senior Vice President, /s/ Kevin Foster 06/22/2021
**Signature of Reporting Person Date

ICONIQ Strategic Partners TT GP, Ltd., by Kevin Foster, its Senior Vice President, /s/ Kevin Foster 06/22/2021
**Signature of Reporting Person Date

/s/ William J.G. Griffith 06/22/2021
**Signature of Reporting Person Date

/s/ Divesh Makan 06/22/2021
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Each share of Common Stock shall be reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock.
(2) The shares are held by ICONIQ Strategic Partners II, L.P. ("ICONIQ II").
(3) ICONIQ Strategic Partners II GP, L.P. ("ICONIQ GP II"), is the sole general partner of ICONIQ II-B and ICONIQ II. 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.
(4) 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.
(5) The shares are held by ICONIQ Strategic Partners II-B, L.P. ("ICONIQ II-B").
(6) Each share of Series B Preferred Stock, Series D Preferred Stock, Series D-2 Preferred Stock, Series E-1 Preferred Stock, Series E-2 Preferred Stock and Series F Stock will automatically convert into shares of Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and have no expiration date.
(7) The shares are held by ICONIQ Strategic Partners, L.P. ("ICONIQ").
(8) The shares are held by ICONIQ Strategic Partners-B, L.P. ("ICONIQ-B").

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