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*
Agrawal Neeraj
(Last) (First) (Middle)
C/O SPRINKLR, INC.
29 WEST 35TH STREET, 7TH FLOOR
(Street)
NEW YORK NY 10001
(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)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 06/15/2023 A 13,377(1) A $0.00 617,369(2) D
Class A Common Stock 14,535,367 I By Battery Ventures IX, L.P.(3)
Class A Common Stock 144,727 I By Battery Investment Partners IX, LLC(4)
Class A Common Stock 215,670 I By Battery Investment Partners Select Fund I, L.P.(5)
Class A Common Stock 2,180,664 I By Battery Ventures Select Fund I, L.P.(6)
Class A Common Stock 1,505(7) I By The Neeraj Agrawal Revocable Trust of 2012(8)
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
Explanation of Responses:
1. Represents a restricted stock unit ("RSU") award. The RSUs will vest in full on the earlier of (i) June 15, 2024, or (ii) the day prior to the date of the Issuer's 2024 annual stockholder meeting, subject to the Reporting Person's continuous service through such vesting date.
2. The shares held by the Reporting Person reported herein reflect the receipt of shares pursuant to a pro rata distribution in kind, effected by Battery Partners IX, LLC to its members, including the Reporting Person, for no additional consideration. The receipt of such shares by the Reporting Person constituted a change in form of ownership and, therefore, was not required to be reported pursuant to Section 16.
3. The reported securities are owned directly by Battery Ventures IX, L.P. ("BV IX"). The sole general partner of BV IX is Battery Partners IX, LLC ("BP IX"). The Reporting Person is a managing member of BP IX and may be deemed to share voting and dispositive power over the securities held by BV IX. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose.
4. The reported securities are owned directly by Battery Investment Partners IX, LLC ("BIP IX"). The sole managing member of BIP IX is BP IX. The Reporting Person is a managing members of BP IX and may be deemed to share voting and dispositive power over the securities held by BIP IX. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose.
5. The reported securities are owned directly by Battery Investment Partners Select Fund I, L.P. ("BIP Select I"). The sole general partner of BIP Select I is BP Select I GP. The Reporting Person is a managing member of BP Select I GP and may be deemed to share voting and dispositive power over the securities held by BIP Select I. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose.
6. The reported securities are owned directly by Battery Ventures Select Fund I, L.P. ("BV Select I"). The sole general partner of BV Select I is Battery Partners Select Fund I, L.P. ("BP Select I"). The general partner of BP Select I is Battery Partners Select Fund I GP, LLC ("BP Select I GP"). The Reporting Person is a managing member of BP Select I GP and may be deemed to share voting and dispositive power over the securities held by BV Select I. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose.
7. The shares held by the Reporting Person reported herein reflect the receipt of shares pursuant to pro rata distributions in kind, effected by ICONIQ Strategic Partners II, L.P. to its limited partners, including the Reporting Person, for no additional consideration. The receipt of such shares by the Reporting Person was not required to be reported pursuant to Section 16 by virtue of the exemption from reporting pursuant to Rule 16a-9.
8. Shares are held by The Neeraj Agrawal Revocable Trust of 2012 (the "Agrawal Trust"), of which the Reporting Person is the trustee. The Reporting Person disclaims beneficial ownership of the securities held by the Agrawal Trust except to the extent of his proportionate pecuniary interest therein.
Remarks:
/s/ Jason Minio, Attorney-in-Fact 06/20/2023
** 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.