Sprinklr, Inc. — Director's Dealing 2023

Sep 20, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Sprinklr, Inc. (CXM)
CIK: 0001569345
Period of Report: 2023-09-18

Reporting Person: Ohls Paul (Chief Revenue Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-09-18	Class A Common Stock	S	5043	$14.87	Disposed	749260	Direct
2023-09-18	Class A Common Stock	S	1745	$14.86	Disposed	747515	Direct
2023-09-19	Class A Common Stock	C	5000	—	Acquired	752515	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-09-19	Employee Stock Option (right to buy)	$4.45	M	5000	Disposed	2029-12-10	Class B Common Stock (5000)	Direct
2023-09-19	Class B Common Stock	$	M	5000	Acquired		Class A Common Stock (5000)	Direct
2023-09-19	Class B Common Stock	$	C	5000	Disposed		Class A Common Stock (5000)	Direct

Footnotes

F1: This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 4, 2023.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.85 to $14.89 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 ranges set forth in footnotes (2) and (5).

F3: Includes 570 shares acquired under the Issuer's employee stock purchase plan on June 15, 2023.

F4: Represents the number of shares required to be sold to cover the statutory tax withholding obligations in connection with the vesting of the restricted stock units. 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.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.81 to $14.905 inclusive.

F6: 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, subject to certain timing criteria.

F7: One fourth (1/4th) of the shares subject to the option award vested on December 10, 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.