Sprinklr, Inc. — Director's Dealing 2023

Aug 24, 2023

SEC Form 4/A — Form 4/A

Issuer: Sprinklr, Inc. (CXM)
CIK: 0001569345
Period of Report: 2023-07-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-07-28	Class A Common Stock	C	1613	—	Acquired	484383	Direct
2023-07-31	Class A Common Stock	S	1613	$13.74	Disposed	482770	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-07-28	Class B Common Stock	$	C	1613	Disposed		Class A Common Stock (1613)	Direct

Footnotes

F1: The original Form 4 filed on August 1, 2023, inadvertently listed the incorrect (i) number of shares converted from Class B Common Stock to Class A Common Stock, (ii) number of Class A Common Stock beneficially owned after the transaction, and (iii) number of Class B Common Stock beneficially owned after the transaction. This amendment reflects the correct (i) number of shares converted, (ii) number of Class A Common Stock beneficially owned after the transaction, and (iii) number of Class B Common Stock beneficially owned after the transaction

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: 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.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.60 to $13.77 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.