Sprinklr, Inc. — Director's Dealing 2024

Apr 5, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Sprinklr, Inc. (CXM)
CIK: 0001569345
Period of Report: 2024-04-04

Reporting Person: Battery Ventures IX, L.P. (N/A)
Reporting Person: Battery Investment Partners IX, LLC (10% Owner)
Reporting Person: Battery Partners IX, LLC (10% Owner)
Reporting Person: TOBIN SCOTT R (10% Owner)
Reporting Person: TABORS R DAVID (10% Owner)
Reporting Person: BROWN MICHAEL MAURICE (10% Owner)
Reporting Person: Feldman Jesse (10% Owner)
Reporting Person: Lee Roger H (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-04-03	Class A Common Stock	J	4000000	—	Disposed	3936367	Direct
2024-04-03	Class A Common Stock	J	40406	—	Disposed	36652	Indirect
2024-04-03	Class A Common Stock	J	1177672	—	Acquired	1177672	Indirect
2024-04-03	Class A Common Stock	J	1177672	—	Disposed	0	Indirect
2024-04-04	Class A Common Stock	C	5300000	—	Acquired	9236367	Direct
2024-04-04	Class A Common Stock	C	53000	—	Acquired	89652	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-04-04	Class B Common Stock	$	C	5300000	Disposed		Class A Common Stock (5300000)	Direct
2024-04-04	Class B Common Stock	$	C	53000	Disposed		Class A Common Stock (53000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	2180664	Indirect
Class A Common Stock	215670	Indirect
Class A Common Stock	484562	Direct
Class A Common Stock	363880	Direct
Class A Common Stock	784683	Indirect
Class A Common Stock	319405	Direct
Class A Common Stock	753324	Direct
Class A Common Stock	16772	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (1203568)	1203568	Indirect
Class B Common Stock	$		Class A Common Stock (119034)	119034	Indirect

Footnotes

F1: Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Ventures IX, L.P. ("BV IX") to its general partner and limited partners without additional consideration.

F2: Securities are held by BV IX. The sole general partner of BV IX is Battery Partners IX, LLC ("BP IX"). Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Roger H. Lee, R. David Tabors and Scott R. Tobin are the managing members of BP IX and may be deemed to share voting and dispositive power over the securities held by BV IX. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose. Mr. Agrawal is a director of the Issuer and files separateSection 16 reports.

F3: Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Investment Partners IX, LLC ("BIP IX") to its members without additional consideration.

F4: Securities are held by BIP IX. The sole managing member of BIP IX is BP IX. Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Roger H. Lee, R. David Tabors and Scott R. Tobin are the managing members of BP IX and may be deemed to share voting and dispositive power over the securities held by BIP IX. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.

F5: Represents receipt of securities in the distribution in kind described in footnote (1).

F6: Securities are held by BP IX. Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Roger H. Lee, R. David Tabors and Scott R. Tobin are the managing members of BP IX and may be deemed to share voting and dispositive power over the securities held by BP IX. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.

F7: Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BP IX to its members without consideration.

F8: These shares of Class B common stock were converted on a one-for-one basis into Class A common stock.

F9: Securities are held by Battery Ventures Select Fund I, L.P. ("BV Select I"). R. David Tabors has an economic interest in BV Select I. The sole general partner of BV Select I is Battery Partners Select Fund I, L.P. ("BP Select I"). The general partner of BP Select I is Battery Partners Select Fund I GP, LLC ("BP Select I GP"). Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Roger H. Lee and Scott R. Tobin are managing members of BP Select I GP and may be deemed to share voting and dispositive power over the securities held by BV Select I. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.

F10: Securities are held by Battery Investment Partners Select Fund I, L.P. ("BIP Select I"). R. David Tabors has an economic interest in BIP Select I. The sole general partner of BIP Select I is BP Select I GP. Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Roger H. Lee and Scott R. Tobin are managing members of BP Select I GP and may be deemed to share voting and dispositive power over the securities held by BIP Select I. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.

F11: The securities beneficially owned by the Reporting Person prior to the reported transaction reflect the receipt of securities in the distribution in kind described in footnote (7) and from a previous distribution in kind that constituted a change in form of ownership and, therefore, was not required to be reported pursuant to Section 16.

F12: Securities are held by Michael M. Brown.

F13: The securities beneficially owned by the Reporting Person prior to the reported transaction reflect the receipt of securities in the distribution in kind described in footnote (3) and from a previous distribution in kind that constituted a change in form of ownership and, therefore, was not required to be reported pursuant to Section 16.

F14: Securities are held by Jesse R. Feldman.

F15: Securities are held by The Lee Family Trust, of which Roger H. Lee is a co-trustee. Mr. Lee disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.

F16: Securities are held by R. David Tabors.

F17: Securities are held by Scott R. Tobin.

F18: Securities are held by Tobin Family, LLC, of which Mr. Tobin is the sole member. Mr. Tobin disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose.

F19: 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.