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Sprinklr, Inc. — Director's Dealing 2021
Jun 30, 2021
31717_dirs_2021-06-29_96a05445-f9d5-4d37-bee2-57ada8bb764e.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: Sprinklr, Inc. (CXM)
CIK: 0001569345
Period of Report: 2021-06-25
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, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners-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 GP, L.P. (10% Owner)
Reporting Person: ICONIQ Strategic Partners TT GP, Ltd. (10% Owner)
Reporting Person: Griffith William J.G. (10% Owner)
Reporting Person: Makan Divesh (10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2021-06-25 | Common Stock | J | 758821 | $0.00 | Disposed | 0 | Direct |
| 2021-06-25 | Common Stock | J | 594020 | $0.00 | Disposed | 0 | Indirect |
| 2021-06-25 | Class A Common Stock | P | 157720 | $16.00 | Acquired | 157720 | Direct |
| 2021-06-25 | Class A Common Stock | P | 123462 | $16.00 | Acquired | 123462 | Indirect |
| 2021-06-25 | Class A Common Stock | P | 260065 | $16.00 | Acquired | 260065 | Indirect |
| 2021-06-25 | Class A Common Stock | P | 65271 | $16.00 | Acquired | 65271 | Indirect |
| 2021-06-25 | Common Stock | C | 5722898 | $0.00 | Acquired | 6481719 | Direct |
| 2021-06-25 | Common Stock | C | 4479873 | $0.00 | Acquired | 5073893 | Indirect |
| 2021-06-25 | Common Stock | C | 10687749 | $0.00 | Acquired | 10687749 | Indirect |
| 2021-06-25 | Common Stock | C | 2682411 | $0.00 | Acquired | 2682411 | Indirect |
| 2021-06-25 | Common Stock | J | 6481719 | $0.00 | Disposed | 0 | Direct |
| 2021-06-25 | Common Stock | J | 5073893 | $0.00 | Disposed | 0 | Indirect |
| 2021-06-25 | Common Stock | J | 10687749 | $0.00 | Disposed | 0 | Indirect |
| 2021-06-25 | Common Stock | J | 2682411 | $0.00 | Disposed | 0 | Indirect |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2021-06-25 | Series B Preferred Stock | $ | C | 2309168 | Disposed | Common Stock (2309168) | Direct | |
| 2021-06-25 | Series B Preferred Stock | $ | C | 1807612 | Disposed | Common Stock (1807612) | Indirect | |
| 2021-06-25 | Series D Preferred Stock | $ | C | 9418425 | Disposed | Common Stock (9418425) | Indirect | |
| 2021-06-25 | Series D Preferred Stock | $ | C | 2363838 | Disposed | Common Stock (2363838) | Indirect | |
| 2021-06-25 | Series D-2 Preferred Stock | $ | C | 2164349 | Disposed | Common Stock (2164349) | Direct | |
| 2021-06-25 | Series D-2 Preferred Stock | $ | C | 1694248 | Disposed | Common Stock (1694248) | Indirect | |
| 2021-06-25 | Series D-2 Preferred Stock | $ | C | 1269324 | Disposed | Common Stock (1269324) | Indirect | |
| 2021-06-25 | Series D-2 Preferred Stock | $ | C | 318573 | Disposed | Common Stock (318573) | Indirect | |
| 2021-06-25 | Series E-1 Preferred Stock | $ | C | 429327 | Disposed | Common Stock (429327) | Direct | |
| 2021-06-25 | Series E-1 Preferred Stock | $ | C | 336077 | Disposed | Common Stock (336077) | Indirect | |
| 2021-06-25 | Series E-2 Preferred Stock | $ | C | 59823 | Disposed | Common Stock (59823) | Direct | |
| 2021-06-25 | Series E-2 Preferred Stock | $ | C | 46829 | Disposed | Common Stock (46829) | Indirect | |
| 2021-06-25 | Series F Preferred Stock | $ | C | 760231 | Disposed | Common Stock (760231) | Direct | |
| 2021-06-25 | Series F Preferred Stock | $ | C | 595107 | Disposed | Common Stock (595107) | Indirect | |
| 2021-06-25 | Class B Common Stock | $ | J | 6481719 | Acquired | Class A Common Stock (6481719) | Direct | |
| 2021-06-25 | Class B Common Stock | $ | J | 5073893 | Acquired | Class A Common Stock (5073893) | Indirect | |
| 2021-06-25 | Class B Common Stock | $ | J | 10687749 | Acquired | Class A Common Stock (10687749) | Indirect | |
| 2021-06-25 | Class B Common Stock | $ | J | 2682411 | Acquired | Class A Common Stock (2682411) | Indirect |
Footnotes
F1: Immediately prior to the closing of the Issuer's initial public offering and following the conversion of the preferred stock referenced in note 8 below, 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: ICONIQ Strategic Partners II GP, L.P. ("ICONIQ GP II"), is the sole general partner of ICONIQ II-B and ICONIQ II. 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.
F3: The shares are held by ICONIQ Strategic Partners II, L.P. ("ICONIQ II").
F4: 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.
F5: The shares are held by ICONIQ Strategic Partners II-B, L.P. ("ICONIQ II-B").
F6: The shares are held by ICONIQ Strategic Partners, L.P. ("ICONIQ").
F7: The shares are held by ICONIQ Strategic Partners-B, L.P. ("ICONIQ-B").
F8: Immediately prior to the closing of the Issuer's initial public offering, each share of Series B 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 Common Stock on a 1:1 basis. The preferred stock had no expiration date.
F9: 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.