Sprinklr, Inc. — Director's Dealing 2021

Nov 19, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Sprinklr, Inc. (CXM)
CIK: 0001569345
Period of Report: 2021-11-16

Reporting Person: ICONIQ STRATEGIC PARTNERS II, L.P. (10% Owner)
Reporting Person: ICONIQ STRATEGIC PARTNERS II-B, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners II GP, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners II TT GP, Ltd (10% Owner)
Reporting Person: ICONIQ Strategic Partners, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners-B, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners GP, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners TT GP, Ltd. (10% Owner)
Reporting Person: Makan Divesh (10% Owner)
Reporting Person: Griffith William J.G. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-16	Class A Common Stock	C	4537203	—	Acquired	6639439	Direct
2021-11-16	Class A Common Stock	C	3551725	—	Acquired	5197355	Indirect
2021-11-16	Class A Common Stock	C	2481424	—	Acquired	10947814	Indirect
2021-11-16	Class A Common Stock	C	1877688	—	Acquired	2747682	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-16	Class B Common Stock	$	C	4537203	Disposed		Class A Common Stock (4537203)	Direct
2021-11-16	Class B Common Stock	$	C	3551725	Disposed		Class A Common Stock (3551725)	Indirect
2021-11-16	Class B Common Stock	$	C	2481424	Disposed		Class A Common Stock (2481424)	Indirect
2021-11-16	Class B Common Stock	$	C	1877688	Disposed		Class A Common Stock (1877688)	Indirect

Footnotes

F1: On November 16, 2021, ICONIQ Strategic Partners II, L.P. ("ICONIQ II") converted in the aggregate 4,537,203 shares of the Issuer's Class B Common Stock into 4,537,203 shares of the Issuer's Class A Common Stock.

F2: Shares held by ICONIQ II.

F3: On November 16, 2021, ICONIQ Strategic Partners II-B, L.P. ("ICONIQ II-B") converted in the aggregate 3,551,725 shares of the Issuer's Class B Common Stock into 3,551,725 shares of the Issuer's Class A Common Stock.

F4: Shares held by ICONIQ II-B.

F5: On November 16, 2021, ICONIQ Strategic Partners, L.P. ("ICONIQ") converted in the aggregate 2,481,424 shares of the Issuer's Class B Common Stock into 2,481,424 shares of the Issuer's Class A Common Stock.

F6: Shares held by ICONIQ.

F7: On November 16, 2021, ICONIQ Strategic Partners-B, L.P. ("ICONIQ-B") converted in the aggregate 1,877,688 shares of the Issuer's Class B Common Stock into 1,877,688 shares of the Issuer's Class A Common Stock.

F8: Shares held by ICONIQ-B.

F9: ICONIQ Strategic Partners II GP, L.P. ("ICONIQ GP II"), is the sole general partner of ICONIQ II and ICONIQ II-B. ICONIQ Strategic Partners II TT GP, Ltd. ("ICONIQ Parent GP II") is the sole general partner of ICONIQ GP II. 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. Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders of each of ICONIQ Parent GP II and ICONIQ Parent GP.

F10: Each of ICONIQ II GP, ICONIQ Parent GP II, ICONIQ GP, ICONIQ 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.

F11: 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.