| 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) 06/25/2021 | ||||||||||||||||||||||||||
| 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 | ||||||
| Common Stock | 06/25/2021 | J(1) | 16,582(1) | D | (1) | 0 | D | |||
| 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 | ||||||||
| Class B Common Stock | (2) | 06/25/2021 | J(1) | 16,582 | (2) | (2) | Class A Common Stock | 16,582 | $0.00 | 16,582 | D | ||||
| Employee Stock Option (right to buy) | $3.99 | 06/25/2021 | J(1) | 208,333 | (3) | 05/09/2028 | Common Stock(1) | 208,333 | $0.00 | 0 | D | ||||
| Employee Stock Option (right to buy) | $3.99 | 06/25/2021 | J(1) | 208,333 | (3) | 05/09/2028 | Class B Common Stock | 208,333 | $0.00 | 208,333 | D | ||||
| Employee Stock Option (right to buy) | $4.25 | 06/25/2021 | J(1) | 85,938 | (4) | 05/18/2029 | Common Stock(1) | 85,938 | $0.00 | 0 | D | ||||
| Employee Stock Option (right to buy) | $4.25 | 06/25/2021 | J(1) | 85,938 | (4) | 05/18/2029 | Class B Common Stock | 85,938 | $0.00 | 85,938 | D | ||||
| Employee Stock Option (right to buy) | $4.93 | 06/25/2021 | J(1) | 275,000 | (5) | 03/11/2030 | Common Stock(1) | 275,000 | $0.00 | 0 | D | ||||
| Employee Stock Option (right to buy) | $4.93 | 06/25/2021 | J(1) | 275,000 | (5) | 03/11/2030 | Class B Common Stock | 275,000 | $0.00 | 275,000 | D | ||||
| Employee Stock Option (right to buy) | $10.96 | 06/25/2021 | J(1) | 150,000 | (6) | 04/05/2031 | Common Stock(1) | 150,000 | $0.00 | 0 | D | ||||
| Employee Stock Option (right to buy) | $10.96 | 06/25/2021 | J(1) | 150,000 | (6) | 04/05/2031 | Class B Common Stock | 150,000 | $0.00 | 150,000 | D | ||||
| Explanation of Responses: |
| 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. 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. |
| 3. One fourth (1/4th) of the shares subject to the option award vested on April 9, 2019, 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. |
| 4. One fourth (1/4th) of the shares subject to the option award vested on May 1, 2020, 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 fourth (1/4th) of the shares subject to the option award vested on May 11, 2021, 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. |
| 6. One fourth (1/4th) of the shares subject to the option award shall vest on April 5, 2022, and one forty-eighth (1/48th) of the shares subject to the option award shall vest on the first day of each month thereafter, subject to the Reporting Person's continuous service. |
| Remarks: |
| /s/ Jason Minio, Attorney-in-Fact | 06/29/2021 | |
| ** 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. | ||
