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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| 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) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $ 16 | 06/25/2021 | A | 17,631 | (3) | 06/25/2031 | Class A Common Stock | 17,631 | $ 0 | 17,631 | D | ||||
| Stock Option (right to buy) | $ 3.52 | 06/25/2021 | J(1) | 75,000 | (4) | 09/14/2027 | Common Stock (1) | 75,000 | $ 0 | 0 | D | ||||
| Stock Option (right to buy) | $ 3.52 | 06/25/2021 | J(1) | 75,000 | (4) | 09/14/2027 | Class B Common Stock | 75,000 | $ 0 | 75,000 | D | ||||
| Stock Option (right to buy) | $ 4.1 | 06/25/2021 | J(1) | 1,350,000 | (5) | 08/14/2028 | Common Stock (1) | 1,350,000 | $ 0 | 0 | D | ||||
| Stock Option (right to buy) | $ 4.1 | 06/25/2021 | J(1) | 1,350,000 | (5) | 08/14/2028 | Class B Common Stock | 1,350,000 | $ 0 | 1,350,000 | D | ||||
| Class B Common Stock | (6) | 06/25/2021 | J(1) | 400,332 | (6) | (6) | Class A Common Stock | 400,332 | $ 0 | 400,332 | I | See footnote (2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| CHAMBERS JOHN T C/O SPRINKLR, INC. 29 WEST 35TH STREET, 7TH FLOOR NEW YORK, NY 10001 |
X | |||
| /s/ Jason Minio, Attorney-in-Fact | 06/29/2021 | |
| **Signature of Reporting Person | Date |
| * | 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) | 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. |
| (2) | The securities are held by JC2 Investments LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| (3) | 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. |
| (4) | One fourth (1/4th) of the shares subject to the option award vested on August 3, 2018, and one forty-eighth (1/48th) of the shares subject to the option award vested or shall vest on the first day of each month thereafter, subject to the Reporting Person's continuous service. |
| (5) | One forty-eighth (1/48th) of the shares subject to the option award vested or shall vest on and a monthly basis commencing on September 14, 2018, then on the first day of each month thereafter, subject to the Reporting Person's continuous service. |
| (6) | 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. |