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)
| 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) 04/11/2022 | ||||||||||||||||||||||||||
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 | 04/11/2022 | S(1) | 3,647,994 | D | $14.79 | 7,299,820 | D(2)(6)(7) | |||
Class A Common Stock | 04/11/2022 | S(1) | 915,573 | D | $14.79 | 1,832,109 | I(3)(6)(7) | By ICONIQ Strategic Partners-B, L.P. | ||
Class A Common Stock | 04/11/2022 | S(1) | 2,151,914 | D | $14.79 | 4,306,088 | I(4)(6)(7) | ICONIQ Strategic Partners II, L.P. | ||
Class A Common Stock | 04/11/2022 | S(1) | 1,684,519 | D | $14.79 | 3,370,808 | I(5)(6)(7) | ICONIQ Strategic Partners II-B, L.P. |
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. The shares are being sold pursuant to a Stock Purchase Agreement entered into as of April 11, 2022. Under the Stock Purchase Agreement, there are limited conditions to the closing, which, if satisfied, requires the closing to occur no later than April 27, 2022. |
2. Shares held by ICONIQ Strategic Partners, L.P. ("ICONIQ"). |
3. Shares held by ICONIQ Strategic Partners-B, L.P. ("ICONIQ-B"). |
4. Shares held by ICONIQ Strategic Partners II, L.P. ("ICONIQ II'). |
5. Shares held by ICONIQ Strategic Partners II-B, L.P. ("ICONIQ II-B"). |
6. 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. ICONIQ Strategic Partners II GP, L.P. ("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. |
7. 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 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. |
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 | 04/13/2022 | |
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 | 04/13/2022 | |
ICONIQ Strategic Partners GP, L.P., By: ICONIQ Strategic Partners TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster | 04/13/2022 | |
ICONIQ Strategic Partners TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster | 04/13/2022 | |
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 | 04/13/2022 | |
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 | 04/13/2022 | |
ICONIQ Strategic Partners II GP, L.P., By: ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster | 04/13/2022 | |
ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster | 04/13/2022 | |
/s/ Divesh Makan | 04/13/2022 | |
/s/ William J.G. Griffith | 04/13/2022 | |
** 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. |