Statement of Changes in Beneficial Ownership (4)
November 24 2021 - 4:26PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
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Lee Roger H |
2. Issuer Name and Ticker or Trading Symbol
Sprinklr, Inc.
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CXM
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O BATTERY VENTURES, ONE MARINA PARK DRIVE, SUITE 1100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/22/2021 |
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(Street)
BOSTON, MA 02210
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock | 11/22/2021 | | C | | 20535367 | A | (1) | 20535367 | I | By Battery Ventures IX, L.P. (2) |
| Class A Common Stock | 11/22/2021 | | C | | 205335 | A | (1) | 205335 | I | By Battery Investment Partners IX, LLC (3) |
| Class A Common Stock | 11/22/2021 | | C | | 1203569 | A | (1) | 2180664 | I | By Battery Ventures Select Fund I, L.P (4) |
| Class A Common Stock | 11/22/2021 | | C | | 119034 | A | (1) | 215670 | I | By Battery Investment Partners Select Fund I, L.P. (5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | (1) | 11/22/2021 | | C | | | 20535367 | (6) | (6) | Class A Common Stock | 20535367 | $0.00 (6) | 20535367 | I | By Battery Ventures IX, L.P. (2) |
| Class B Common Stock | (1) | 11/22/2021 | | C | | | 205335 | (6) | (6) | Class A Common Stock | 205335 | $0.00 (6) | 205335 | I | By Battery Investment Partners IX, LLC (3) |
| Class B Common Stock | (1) | 11/22/2021 | | C | | | 1203569 | (6) | (6) | Class A Common Stock | 1203569 | $0.00 (6) | 1203568 | I | By Battery Ventures Select Fund I, L.P (4) |
| Class B Common Stock | (1) | 11/22/2021 | | C | | | 119034 | (6) | (6) | Class A Common Stock | 119034 | $0.00 (6) | 119034 | I | By Battery Investment Partners Select Fund I, L.P. (5) |
| Explanation of Responses: |
| (1) | These shares of Class B common stock were converted on a one-for-one basis into Class A common stock. |
| (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, 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, 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) | 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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Lee Roger H
C/O BATTERY VENTURES
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA 02210 |
| X |
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BROWN MICHAEL MAURICE
C/O BATTERY VENTURES
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA 02210 |
| X |
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Feldman Jesse
C/O BATTERY VENTURES
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA 02210 |
| X |
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FLEISCHER RUSSELL L
C/O BATTERY VENTURES
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA 02210 |
| X |
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Stoner Chelsea R.
C/O BATTERY VENTURES
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA 02210 |
| X |
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Elhafed Morad
C/O BATTERY VENTURES
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA 02210 |
| X |
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Thakker Dharmesh
C/O BATTERY VENTURES
ONE MARINA PARK DRIVE, SUITE 1100
BOSTON, MA 02210 |
| X |
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Signatures
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| /s/ Christopher Schiavo, as Attorney-in-Fact for Battery Ventures IX, L.P. | | 11/24/2021 |
| **Signature of Reporting Person | Date |
| /s/ Michael M. Brown | | 11/24/2021 |
| **Signature of Reporting Person | Date |
| /s/ Jesse Feldman | | 11/24/2021 |
| **Signature of Reporting Person | Date |
| /s/ Russell L. Fleischer | | 11/24/2021 |
| **Signature of Reporting Person | Date |
| /s/ Chelsea R. Stoner | | 11/24/2021 |
| **Signature of Reporting Person | Date |
| /s/ Morad Elhafed | | 11/24/2021 |
| **Signature of Reporting Person | Date |
| /s/ Dharmesh Thakker | | 11/24/2021 |
| **Signature of Reporting Person | Date |
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