| 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 | C | 41,041,031 | A | (1) | 41,070,734 | I | By Battery Ventures IX, L.P.(2) | ||
| Common Stock | 06/25/2021 | C | 410,373 | A | (1) | 410,670 | I | By Battery Investment Partners IX, LLC(3) | ||
| Common Stock | 06/25/2021 | C | 1,545,044 | A | (1) | 2,407,137 | I | By Battery Ventures Select Fund I, L.P(4) | ||
| Common Stock | 06/25/2021 | C | 152,806 | A | (1) | 238,068 | I | By Battery Investment Partners Select Fund I, L.P.(5) | ||
| Common Stock | 06/25/2021 | J(6) | 41,070,734 | D | (6) | 0 | I | By Battery Ventures IX, L.P.(2) | ||
| Common Stock | 06/25/2021 | J(6) | 410,670 | D | (6) | 0 | I | By Battery Investment Partners IX, LLC(3) | ||
| Common Stock | 06/25/2021 | J(6) | 2,407,137 | D | (6) | 0 | I | By Battery Ventures Select Fund I, L.P(4) | ||
| Common Stock | 06/25/2021 | J(6) | 238,068 | D | (6) | 0 | I | By Battery Investment Partners Select Fund I, L.P.(5) | ||
| Class A Common Stock | 06/25/2021 | P | 977,095 | A | $16 | 977,095 | I | By Battery Ventures Select Fund I, L.P(4) | ||
| Class A Common Stock | 06/25/2021 | P | 96,636 | A | $16 | 96,636 | I | By Battery Investment Partners Select Fund I, L.P.(5) | ||
| 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 | ||||||||
| Series A Preferred Stock | (1) | 06/25/2021 | C | 19,846,041 | (1) | (1) | Common Stock | 19,846,041 | $0.00 | 0 | I | By Battery Ventures IX, L.P.(2) | |||
| Series A Preferred Stock | (1) | 06/25/2021 | C | 198,440 | (1) | (1) | Common Stock | 198,440 | $0.00 | 0 | I | By Battery Investment Partners IX, LLC(3) | |||
| Series B Preferred Stock | (1) | 06/25/2021 | C | 14,321,250 | (1) | (1) | Common Stock | 14,321,250 | $0.00 | 0 | I | By Battery Ventures IX, L.P.(2) | |||
| Series B Preferred Stock | (1) | 06/25/2021 | C | 143,199 | (1) | (1) | Common Stock | 143,199 | $0.00 | 0 | I | By Battery Investment Partners IX, LLC(3) | |||
| Series C Preferred Stock | (1) | 06/25/2021 | C | 6,473,307 | (1) | (1) | Common Stock | 6,473,307 | $0.00 | 0 | I | By Battery Ventures IX, L.P.(2) | |||
| Series C Preferred Stock | (1) | 06/25/2021 | C | 64,728 | (1) | (1) | Common Stock | 64,728 | $0.00 | 0 | I | By Battery Investment Partners IX, LLC(3) | |||
| Series D Preferred Stock | (1) | 06/25/2021 | C | 287,166 | (1) | (1) | Common Stock | 287,166 | $0.00 | 0 | I | By Battery Ventures IX, L.P.(2) | |||
| Series D Preferred Stock | (1) | 06/25/2021 | C | 2,871 | (1) | (1) | Common Stock | 2,871 | $0.00 | 0 | I | By Battery Investment Partners IX, LLC(3) | |||
| Series D-2 Preferred Stock | (1) | 06/25/2021 | C | 91,707 | (1) | (1) | Common Stock | 91,707 | $0.00 | 0 | I | By Battery Ventures IX, L.P.(2) | |||
| Series D-2 Preferred Stock | (1) | 06/25/2021 | C | 918 | (1) | (1) | Common Stock | 918 | $0.00 | 0 | I | By Battery Investment Partners IX, LLC(3) | |||
| Series E-1 Preferred Stock | (1) | 06/25/2021 | C | 14,289 | (1) | (1) | Common Stock | 14,289 | $0.00 | 0 | I | By Battery Ventures IX, L.P.(2) | |||
| Series E-1 Preferred Stock | (1) | 06/25/2021 | C | 144 | (1) | (1) | Common Stock | 144 | $0.00 | 0 | I | By Battery Investment Partners IX, LLC(3) | |||
| Series E-1 Preferred Stock | (1) | 06/25/2021 | C | 78,340 | (1) | (1) | Common Stock | 78,340 | $0.00 | 0 | I | By Battery Ventures Select Fund I, L.P(4) | |||
| Series E-1 Preferred Stock | (1) | 06/25/2021 | C | 7,748 | (1) | (1) | Common Stock | 7,748 | $0.00 | 0 | I | By Battery Investment Partners Select Fund I, L.P.(5) | |||
| Series E-2 Preferred Stock | (1) | 06/25/2021 | C | 1,773 | (1) | (1) | Common Stock | 1,773 | $0.00 | 0 | I | By Battery Ventures IX, L.P.(2) | |||
| Series E-2 Preferred Stock | (1) | 06/25/2021 | C | 18 | (1) | (1) | Common Stock | 18 | $0.00 | 0 | I | By Battery Investment Partners IX, LLC(3) | |||
| Series E-2 Preferred Stock | (1) | 06/25/2021 | C | 30,499 | (1) | (1) | Common Stock | 30,499 | $0.00 | 0 | I | By Battery Ventures Select Fund I, L.P(4) | |||
| Series E-2 Preferred Stock | (1) | 06/25/2021 | C | 3,016 | (1) | (1) | Common Stock | 3,016 | $0.00 | 0 | I | By Battery Investment Partners Select Fund I, L.P.(5) | |||
| Series F Preferred Stock | (1) | 06/25/2021 | C | 5,498 | (1) | (1) | Common Stock | 5,498 | $0.00 | 0 | I | By Battery Ventures IX, L.P.(2) | |||
| Series F Preferred Stock | (1) | 06/25/2021 | C | 55 | (1) | (1) | Common Stock | 55 | $0.00 | 0 | I | By Battery Investment Partners IX, LLC(3) | |||
| Series F Preferred Stock | (1) | 06/25/2021 | C | 1,436,205 | (1) | (1) | Common Stock | 1,436,205 | $0.00 | 0 | I | By Battery Ventures Select Fund I, L.P(4) | |||
| Series F Preferred Stock | (1) | 06/25/2021 | C | 142,042 | (1) | (1) | Common Stock | 142,042 | $0.00 | 0 | I | By Battery Investment Partners Select Fund I, L.P.(5) | |||
| Class B Common Stock | (7) | 06/25/2021 | J(6) | 41,070,734 | (7) | (7) | Class A Common Stock | 41,070,734 | $0.00 | 41,070,734 | I | By Battery Ventures IX, L.P.(2) | |||
| Class B Common Stock | (7) | 06/25/2021 | J(6) | 410,670 | (7) | (7) | Class A Common Stock | 410,670 | $0.00 | 410,670 | I | By Battery Investment Partners IX, LLC(3) | |||
| Class B Common Stock | (7) | 06/25/2021 | J(6) | 2,407,137 | (7) | (7) | Class A Common Stock | 2,407,137 | $0.00 | 2,407,137 | I | By Battery Ventures Select Fund I, L.P(4) | |||
| Class B Common Stock | (7) | 06/25/2021 | J(6) | 238,068 | (7) | (7) | Class A Common Stock | 238,068 | $0.00 | 238,068 | I | By Battery Investment Partners Select Fund I, L.P.(5) | |||
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. Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-2 Preferred Stock, Series E-1 Preferred Stock, Series E-2 Preferred Stock and Series F Preferred Stock automatically converted into shares of Common Stock on a 1:1 basis prior to being reclassified into shares of Series B Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering. |
| 2. 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"). BP IX's investment adviser is Battery Management Corp. Neeraj Agrawal, Michael Brown, Jesse Feldman, Roger Lee, R. David Tabors and Scott Tobin are the managing members of BP IX and may be deemed to share voting and dispositive power over the securities held by BV IX. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his, her or its 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. The reported securities are owned directly by Battery Investment Partners IX, LLC ("BIP IX"). The sole managing member of BIP IX is BP IX. BP IX's investment adviser is Battery Management Corp. Neeraj Agrawal, Michael Brown, Jesse Feldman, Roger Lee, R. David Tabors and Scott Tobin are the managing members of BP IX and may be deemed to share voting and dispositive power over the securities held by BIP IX. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his, her or its 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 Ventures Select Fund I, L.P. ("BV Sel I"). The sole general partner of BV Sel I is Battery Partners Select Fund I, L.P. ("BP Sel I"). The general partner of BP Sel I is Battery Partners Select Fund I GP, LLC ("BP Sel I GP"). BP Sel I GP's investment adviser is Battery Management Corp. Neeraj Agrawal, Michael Brown, Morad Elhafed, Jesse Feldman, Russell Fleischer, Roger Lee, Itzik Parnafes, Chelsea Stoner, Dharmesh Thakker, R. David Tabors and Scott Tobin are the managing members of BP Sel I GP and may be deemed to share voting and dispositive power over the securities held by BV Sel I. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his, her or its 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 Sel I"). The sole general partner of BIP Sel I is BP Sel I GP. BP Sel I GP's investment adviser is Battery Management Corp. Neeraj Agrawal, Michael Brown, Morad Elhafed, Jesse Feldman, Russell Fleischer, Roger Lee, Itzik Parnafes, Chelsea Stoner, Dharmesh Thakker, R. David Tabors and Scott Tobin are the managing members and officers of BP Sel I GP and may be deemed to share voting and dispositive power over the securities held by BIP Sel I. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his, her or its 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. 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. |
| 7. 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. |
| Remarks: |
| 1 of 2: The number of joint filers exceeds the EDGAR maximum of 10 joint filers per Form. This Form 4 is being filed in conjunction with a Form 4 being filed by Battery Ventures IX, L.P. and other filing persons. |
| /s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures IX, L.P. | 06/29/2021 | |
| /s/ Michael M. Brown | 06/29/2021 | |
| /s/ Jesse Feldman | 06/29/2021 | |
| /s/ Russell L. Fleischer | 06/29/2021 | |
| /s/ Chelsea R. Stoner | 06/29/2021 | |
| /s/ Morad Elhafed | 06/29/2021 | |
| /s/ Itzik Parnafes | 06/29/2021 | |
| /s/ Dharmesh Thakker | 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. | ||
