Sprinklr, Inc. — Major Shareholding Notification 2022

Feb 11, 2022

SC 13G 1 cxm-sc13g_123121.htm SCHEDULE FILED TO RACQUISITION OF BENEFICIAL OWNERSHIP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Sprinklr, Inc.

(Name of Issuer)

Class A common stock, par value $0.00003 per share

(Title of Class of Securities)

85208T107

(CUSIP Number)

December 31, 2021
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. Beneficial ownership information contained herein is given as of the date listed above.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“ Act ”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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1	Names of Reporting Persons. Sixth Street Partners Management Company, L.P.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ☐
	(b) ☐
3	SEC Use Only
4	Citizenship or Place of Organization. Delaware

Number of Shares Beneficially Owned by Each Reporting Person With
6 Shared Voting Power 9,694,004 shares (1)
7 Sole Dispositive Power 0 shares
8 Shared Dispositive Power 9,694,004 shares (1)

| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 9,694,004 shares (1) |
| --- | --- |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
| 11 | Percent of Class Represented by Amount in Row
(9) 8.98% (2) |
| 12 | Type of Reporting Person (See Instructions) PN |

(1) The Reporting Persons (as defined below) are deemed to beneficially own shares of Sprinklr, Inc. (the “ Issuer ”) Class B Common Stock, which are convertible into shares of the Issuer’s Class A Common Stock (as defined below) on a 1-to-1 basis at the option of the holder.

(2) Based on 98,284,905 shares of Class A common stock, par value $0.00003 per share (“ Class A Common Stock ”) of the Issuer outstanding as of December 6, 2021, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “ Commission ”) on December 10, 2021.

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1	Names of Reporting Persons. Alan Waxman
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ☐
	(b) ☐
3	SEC Use Only
4	Citizenship or Place of Organization. United States of America

Number of Shares Beneficially Owned by Each Reporting Person With
6 Shared Voting Power 9,694,004 shares (3)
7 Sole Dispositive Power 0 shares
8 Shared Dispositive Power 9,694,004 shares (3)

| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 9,694,004 shares (3) |
| --- | --- |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
| 11 | Percent of Class Represented by Amount in Row
(9) 8.98% (4) |
| 12 | Type of Reporting Person (See Instructions) IN, HC |

(3) The Reporting Persons are deemed to beneficially own shares of the Issuer’s Class B Common Stock, which are convertible into shares of the Issuer's Class A Common Stock on a 1-to-1 basis at the option of the holder.

(4) Based on 98,284,905 shares of Class A Common Stock of the Issuer outstanding as of December 6, 2021, as reported in the Issuer’s Form 10-Q filed with the Commission on December 10, 2021.

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ITEM 1.

(a)	Name of Issuer
	Sprinklr, Inc.
(b)	Address of Issuer’s Principal Executive Offices
	29 West 35th Street, New York, NY 10001

ITEM 2.

(a)	Name of Person Filing
	This Schedule 13G is being filed jointly by Sixth
Street Partners Management Company, L.P., a Delaware limited partnership (“ Management Company ”), and Alan Waxman (each
a “ Reporting Person ” and, together, the “ Reporting Persons ”), pursuant to an Agreement of Joint
Filing incorporated by reference herein in accordance with Rule 13d-1(k)(1) under the Act. Management Company ultimately indirectly controls
(1) Sixth Street Opportunities GenPar IV, L.P., a Delaware limited partnership, which is the manager of Palette IV Holdings, LLC, a Delaware
limited liability company; and (2) Sixth Street Capital Solutions GenPar, L.P., a Delaware limited partnership, which is the manager of
TCS Finance (A), LLC, a Delaware limited liability company, and TCS Finance 1, LLC, a Delaware limited liability company. Each of (i)
Palette IV Holdings, LLC, (ii) TCS Finance (A), LLC, and (iii) TCS Finance 1, LLC own Palette Investments, LLC, a Delaware limited liability
company, which directly holds 9,209,304 shares of the Issuer’s Class B Common Stock. Mr. Waxman is the CEO and Managing Partner of
TSSP Holdco Management, LLC, a Delaware limited liability company (" TSSP Holdco Management "). TSSP Holdco Management
is managed by a board of directors, which is currently comprised of Mr. Waxman. TSSP Holdco Management manages Sixth Street Specialty
Lending Advisers Holdings, LLC, a Delaware limited liability company (" Adviser Holdings "). The business and affairs of
Sixth Street Specialty Lending Advisers, LLC, a Delaware limited liability company (“ Adviser ”), are managed by Adviser
Holdings, the sole member of Adviser. Sixth Street Specialty Lending, Inc., a Delaware corporation (" SLX "), is managed
by Adviser. SLX directly holds 484,700 shares of the Issuer’s Class B Common Stock. Because (i) of the relationship between Mr. Waxman
and Palette Investments, LLC, he may be deemed to beneficially own the shares of the Issuer's Class B Common Stock owned by Palette Investments,
LLC; and (ii) Mr. Waxman is a member of the board of directors of TSSP Holdco Management, he may be deemed to beneficially own the shares
of Class B Common Stock owned by SLX. Management Company is managed by its general partner, whose managing member is Alan Waxman. Because
of Management Company’s relationship with Palette Investments, LLC, Management Company may be deemed to beneficially own the shares
of Class B Common Stock owned by Palette Investments, LLC. Each of Management Company and Mr. Waxman disclaims beneficial ownership of
the shares of Class B Common Stock except to the extent of their pecuniary interest therein.
(b)	Address of Principal Business Office or, if none, Residence
	The principal business address of Sixth
Street Partners Management Company, L.P. is c/o Sixth Street Partners, LLC, 2100 McKinney Avenue, Suite 1500, Dallas, Texas 75201. The principal business address of Alan
Waxman is c/o Sixth Street Partners, LLC, Suite 3300, 345 California Street, San Francisco, CA 94104.
(c)	Citizenship
	Sixth Street Partners Management Company,
L.P. is a limited partnership organized under the laws of the State of Delaware. Alan Waxman is a United States citizen.
(d)	Title of Class of Securities
	Class A common stock, par value $0.00003 per share
(e)	CUSIP Number
	85208T107

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Item 3.
Not applicable.

Item 4.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)	Amount Beneficially Owned
	Sixth Street Partners Management Company,
L.P. may be deemed the beneficial owner of 9,694,004 shares of Class B Common Stock.
	Alan Waxman may be deemed the beneficial
owner of 9,694,004 shares of Class B Common Stock.
(b)	Percent of Class
	The information set forth in Row 11
on the cover page for each of Sixth Street Partners Management Company, L.P. and Alan Waxman is hereby incorporated by reference into
this Item 4(b) for each such person.
(c)	Number of shares as to
which such person has:
	The information set forth in Rows 5
through 8 on the cover page for each of Sixth Street Partners Management Company, L.P. and Alan Waxman is hereby incorporated by reference
into this Item 4(b) for each such person.

Item 5.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐ .

Item 6.
Not applicable.

Item 7.
Not applicable.

Item 8.
Not applicable.

Item 9.
Not applicable.

Item 10.
Not applicable.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 11, 2022

Sixth Street Partners Management Company, L.P.
By:	/s/ David Stiepleman
	Name: David Stiepleman
	Title: Authorized Signatory of the GP of Sixth Street Partners Management Company, L.P.
Alan Waxman
By:	/s/ Joshua Peck (5)
	Name: Joshua Peck
	Title: Joshua Peck, on behalf of Alan Waxman

(5) Joshua Peck is signing on behalf of Mr. Waxman pursuant to an authorization and designation letter dated July 12, 2021, which was previously filed with the Commission.

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