Sprinklr, Inc. — Director's Dealing 2022

Sep 16, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Sprinklr, Inc. (CXM)
CIK: 0001569345
Period of Report: 2022-09-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-09-13	Class A Common Stock	C	3000	—	Acquired	546565	Direct
2022-09-14	Class A Common Stock	S	1263	$11.37	Disposed	545302	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-09-13	Class B Common Stock	$	C	3000	Disposed		Class A Common Stock (3000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (8129863)	8129863	Indirect
Class B Common Stock	$		Class A Common Stock (13106677)	13106677	Indirect
Class B Common Stock	$		Class A Common Stock (2791081)	2791081	Indirect
Class B Common Stock	$		Class A Common Stock (185053)	185053	Indirect

Footnotes

F1: 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.

F2: Represents the number of shares required to be sold to cover the statutory tax withholding obligations in connection with the vesting of the RSUs. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of minimum statutory tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary sale by the Reporting Person.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.29 to $11.43 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F4: 314,947 shares were transferred from the Neelu Paul, Trustee of the RT 2021 Grantor Retained Annuity Trust, dated June 8, 2021 (the "2021 Trust") to the Reporting Person. This represents the number of shares held after the transfer. The transfer was a change in the form of beneficial ownership and was exempt from reporting pursuant to Rule 16a-13.

F5: The securities are held by Thomas 2014 Family Trust (the "2014 Trust"). The Reporting Person is a trustee of the 2014 Trust.

F6: The securities are held by Thomas Family 2017 Irrevocable Trust (the "2017 Trust"). The Reporting Person is a trustee of the 2017 Trust.

F7: The securities are held by RT 2019 Grantor Retained Annuity Trust (the "2019 Trust"). The Reporting Person is a trustee of the 2019 Trust.

F8: The securities are held by the 2021 Trust. The Reporting Person is a trustee of the 2021 Trust.