Sprinklr, Inc. — Director's Dealing 2021

Jun 30, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Sprinklr, Inc. (CXM)
CIK: 0001569345
Period of Report: 2021-06-25

Reporting Person: Thomas Ragy (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-25	Common Stock	J	28770704	$0.00	Disposed	0	Direct
2021-06-25	Common Stock	J	8129863	$0.00	Disposed	0	Direct
2021-06-25	Common Stock	J	13106677	$0.00	Disposed	0	Direct
2021-06-25	Common Stock	J	3165320	$0.00	Disposed	0	Direct
2021-06-25	Common Stock	J	500000	$0.00	Disposed	0	Direct
2021-06-25	Class A Common Stock	P	31250	$16.00	Acquired	31250	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-06-25	Class B Common Stock	$	J	28770704	Acquired		Class A Common Stock (28770704)	Direct
2021-06-25	Class B Common Stock	$	J	8129863	Acquired		Class A Common Stock (8129863)	Direct
2021-06-25	Class B Common Stock	$	J	13106677	Acquired		Class A Common Stock (13106677)	Direct
2021-06-25	Class B Common Stock	$	J	3165320	Acquired		Class A Common Stock (3165320)	Direct
2021-06-25	Class B Common Stock	$	J	500000	Acquired		Class A Common Stock (500000)	Direct
2021-06-25	Employee Stock Option (right to buy)	$4.25	J	2318632	Disposed	2029-03-18	Common Stock (2318632)	Direct
2021-06-25	Employee Stock Option (right to buy)	$4.25	J	2318632	Acquired	2029-03-18	Class B Common Stock (2318632)	Direct
2021-06-25	Employee Stock Option (right to buy)	$4.93	J	575000	Disposed	2030-03-11	Common Stock (575000)	Direct
2021-06-25	Employee Stock Option (right to buy)	$4.93	J	575000	Acquired	2030-03-11	Class B Common Stock (575000)	Direct
2021-06-25	Employee Stock Option (right to buy)	$7.68	J	600000	Disposed	2031-01-28	Common Stock (600000)	Direct
2021-06-25	Employee Stock Option (right to buy)	$7.68	J	600000	Acquired	2031-01-28	Class B Common Stock (600000)	Direct
2021-06-25	Employee Stock Option (right to buy)	$4.25	J	2318632	Disposed	2029-05-18	Common Stock (2318632)	Direct
2021-06-25	Employee Stock Option (right to buy)	$4.25	J	2318632	Acquired	2029-05-18	Class B Common Stock (2318632)	Direct
2021-06-25	Employee Stock Option (right to buy)	$4.25	J	2318632	Disposed	2029-05-18	Common Stock (2318632)	Direct
2021-06-25	Employee Stock Option (right to buy)	$4.25	J	2318632	Acquired	2029-05-18	Class B Common Stock (2318632)	Direct
2021-06-25	Employee Stock Option (right to buy)	$4.25	J	2318632	Disposed	2029-05-18	Common Stock (2318632)	Direct
2021-06-25	Employee Stock Option (right to buy)	$4.25	J	2318632	Acquired	2029-05-18	Class B Common Stock (2318632)	Direct

Footnotes

F1: 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.

F2: 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. If the Reporting Person is terminated for cause, each share of Class B common stock will automatically convert to Class A Common Stock.

F3: One third (1/3th) of the shares subject to the option award vested on May 1, 2020, and one thirty-sixth (1/36th) 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.

F4: One fourth (1/4th) of the shares subject to the option award vested on March 11, 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.

F5: One fifth (1/5th) of the shares subject to the option award shall vest on January 28, 2022, and one sixtieth (1/60th) 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.

F6: Fully vested and exercisable.

F7: The shares subject to this option shall vest upon the Issuer's Class A Common Stock closing at an average price of $18 over thirty consecutive trading days.

F8: The shares subject to this option shall vest upon the Issuer's Class A Common Stock closing at an average price of $27 over thirty consecutive trading days.