Sprinklr, Inc. — Director's Dealing 2021

Jun 25, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Sprinklr, Inc. (CXM)
CIK: 0001569345
Period of Report: 2021-06-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-22	Common Stock	A	720000	$0.00	Acquired	28770704	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-06-22	Employee Stock Option (right to buy)	$4.25	A	2318632	Acquired	2029-05-18	Common Stock (2318632)	Direct
2021-06-22	Employee Stock Option (right to buy)	$4.25	A	2318632	Acquired	2029-05-18	Common Stock (2318632)	Direct
2021-06-22	Employee Stock Option (right to buy)	$4.25	A	2318632	Acquired	2029-05-18	Common Stock (2318632)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8129863	Indirect
Common Stock	13106677	Indirect
Common Stock	3165320	Indirect
Common Stock	500000	Indirect

Footnotes

F1: 60,000 shares represent a restricted stock unit ("RSU") award. One fifth (1/5th) of the RSUs shall vest on January 28, 2022, and one sixteenth (1/16th) of the remaining RSUs shall vest every three (3) months thereafter. 660,000 shares represent a performance stock unit ("PSU") award. The PSUs vest upon both the achievement of certain stock prices and the passage of time. 120,000 PSUs shall vest upon the Issuer's Class A Common Stock trading at each of $30, $40 and $50, as measured on a 45 day weighted average trading price; 60,000 PSUs shall vest upon the Issuer's Class A Common Stock trading at each of $60, $70, $80, $90 and $100, as measured on a 45 day weighted average trading price and one fifth (1/5th) of the PSUs (that meet the stock price achievement) shall vest on January 28, 2022, and one sixteenth (1/16th) of the remaining PSUs shall vest every three (3) months thereafter. The vesting of the RSUs and PSUs are subject to the Reporting Person's continuous service.

F2: Each share of Common Stock shall be reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer's
initial public offering of Class A Common Stock.

F3: The securities are held by Thomas 2014 Family Trust (the "2014 Trust"). The Reporting Person is a trustee of the 2014 Trust.

F4: The securities are held by Thomas Family 2017 Irrevocable Trust (the "2017 Trust"). The Reporting Person is a trustee of the 2017 Trust.

F5: The securities are held by RT 2019 Grantor Retained Annuity Trust (the "2019 Trust"). The Reporting Person is a trustee of the 2019 Trust.

F6: The securities are held by Neelu Paul, Trustee of the RT 2021 Grantor Retained Annuity Trust, dated June 8, 2021 (the "2021 Trust"). The
Reporting Person is a trustee of the 2021 Trust.

F7: Fully vested and exercisable.

F8: 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.

F9: 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.