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*
(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) 06/07/2023 | ||||||||||||||||||||||||||
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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 | 06/07/2023 | J(1) | 3,000,000 | D | $0.00 | 14,535,367 | I | By Battery Ventures IX, L.P.(2) | ||
| Class A Common Stock | 06/07/2023 | J(3) | 30,304 | D | $0.00 | 144,727 | I | By Battery Investment Partners IX, LLC(4) | ||
| Class A Common Stock | 06/07/2023 | J(5) | 3,000,000 | A | $0.00 | 3,000,000 | I | By Battery Partners IX, LLC(6) | ||
| Class A Common Stock | 06/07/2023 | J(7) | 3,000,000 | D | $0.00 | 0 | I | By Battery Partners IX, LLC(6) | ||
| Class A Common Stock | 06/08/2023 | S | 285,439 | D | $13.86(8) | 285,439(9) | I | By Trust(10) | ||
| Class A Common Stock | 06/09/2023 | S | 2,759 | D | $14.01(11) | 284,821(12) | D(13) | |||
| Class A Common Stock | 215,670 | I | By Battery Investment Partners Select Fund I, L.P.(14) | |||||||
| Class A Common Stock | 2,180,664 | I | By Battery Ventures Select Fund I, L.P.(15) | |||||||
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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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| Explanation of Responses: |
| 1. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Ventures IX, L.P. ("BV IX") to its general partner without additional consideration. |
| 2. Securities are held by BV IX. Battery Partners IX, LLC ("BP IX") is the general partner of BV IX and may be deemed to beneficially own the securities held by BV IX. Roger H. Lee and R. David Tabors are managing members of BP IX and may be deemed to share voting and dispositive power over these securities. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its or 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. |
| 3. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Investment Partners IX, LLC ("BIP IX") to its members without additional consideration. |
| 4. Securities are held by BIP IX. BP IX is the managing member of BIP IX and may be deemed to beneficially own the securities held by BIP IX. Roger H. Lee and R. David Tabors are managing members of BP IX and may be deemed to share voting and dispositive power over these securities. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its or 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. Represents receipt of securities in the distribution in kind described in footnote (1). |
| 6. Securities are held by BP IX. Roger H. Lee and R. David Tabors are managing members of BP IX and may be deemed to share voting and dispositive power over these securities. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its or 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. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BP IX to its members without consideration. |
| 8. The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $13.53 to $14.16 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the range set forth in this footnote. |
| 9. The securities beneficially owned by the Reporting Person prior to the reported transaction reflect the receipt of securities in the distribution in kind described in footnote (7) and from a previous distribution in kind that constituted a change in form of ownership and, therefore, was not required to be reported pursuant to Section 16. |
| 10. Securities are held by The Lee Family Trust, of which Roger H. Lee is a co-trustee. Mr. Lee disclaims beneficial ownership of these securities held by The Lee Family Trust except to the extent of his proportionate pecuniary interest therein. |
| 11. The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $14.00 to $14.03 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the range set forth in this footnote. |
| 12. The securities beneficially owned by the Reporting Person prior to the reported transaction reflect the receipt of securities in the distributions in kind described in footnotes (3) and (7). |
| 13. Securities are held by R. David Tabors. |
| 14. Securities are held by Battery Investment Partners Select Fund I, L.P. ("BIP Select I"). The sole general partner of BIP Select I is Battery Partners Select Fund I GP, LLC ("BP Select I GP"). Roger H. Lee and R. David Tabors are managing members of BP Select I GP and may be deemed to share voting and dispositive power over these securities. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its or 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. |
| 15. Securities are held 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 BP Select I GP. Roger H. Lee and R. David Tabors are managing members of BP Select I GP and may be deemed to share voting and dispositive power over these securities. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of its or 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. |
| Remarks: |
| /s/ Christopher Schiavo, as Attorney-in-Fact for Battery Partners IX, LLC | 06/09/2023 | |
| /s/ Christopher Schiavo, as Attorney-in-Fact for Battery Investment Partners IX, LLC | 06/09/2023 | |
| /s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures IX, L.P. | 06/09/2023 | |
| /s/ Christopher Schiavo, as Attorney-in-Fact for Roger H. Lee | 06/09/2023 | |
| /s/ Christopher Schiavo, as Attorney-in-Fact for R. David Tabors | 06/09/2023 | |
| ** 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. | ||