AI assistant
Sprinklr, Inc. — Major Shareholding Notification 2023
Feb 10, 2023
31717_mrq_2023-02-10_e6fb0820-08c1-4ec3-8772-dabbe227fb28.zip
Major Shareholding Notification
Open in viewerOpens in your device viewer
SC 13G/A 1 d398326dsc13ga.htm SC 13G/A SC 13G/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
W ASHINGTON , D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SPRINKLR, INC.
(Name of Issuer)
CLASS A COMMON STOCK, $0.00003 PAR VALUE
(Title of Class of Securities)
85208T107
(CUSIP Number)
DECEMBER 31, 2022
(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 persons 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.
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).
CUSIP No. 85208T107 Page 2 of 9 Pages
| 1. | Name of Reporting Persons Ragy Thomas |
|---|---|
| 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 |
| Number of Shares Beneficially Owned by Each Reporting Person With: | Sole Voting Power 35,379,222 1 |
|---|---|
| 6. | Shared Voting Power 24,212,674 2 |
| 7. | Sole Dispositive Power 35,379,222 1 |
| 8. | Shared Dispositive Power 24,212,674 2 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 59,591,896 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) 33.8% of Class A common stock (22.2% | |
| of combined common stock) 4 | |
| 12. | Type of Reporting Person |
| (See Instructions) IN |
(1) Consists of: (i) 47,191 shares of the Issuers Class A Common Stock, (ii) 27,691,885 shares of the Issuers Class B Common Stock, (iii) 7,637,146 shares of the Issuers Class B Common Stock issuable upon the exercise of stock options that are currently or will be exercisable within 60 days of December 31, 2022 and (iv) 3,000 shares of the Issuers Class B Common Stock issuable upon the vesting of restricted stock units within 60 days of December 31, 2022.
(2) Consists of: (i) 8,129,863 shares of the Issuers Class B Common Stock held by Thomas 2014 Family Trust (the 2014 Trust), (ii) 13,106,677 shares of the Issuers Class B Common Stock held by Thomas Family 2017 Irrevocable Trust (the 2017 Trust), (iii) 2,791,081 shares of the Issuers Class B Common Stock held by RT 2019 Grantor Retained Annuity Trust (the 2019 Trust), (iv) 185,053 shares of the Issuers Class B Common Stock held by Neelu Paul, Trustee of the RT 2021 Grantor Retained Annuity Trust, dated June 8, 2021 (the 2021 Trust, and together with the 2014 Trust, 2017 Trust, 2019 Trust and 2021 Trust, the Trusts). Ragy Thomas (Mr. Thomas) is a trustee of each of the Trusts and holds shared voting and dispositive power of the securities reported herein.
(3) Consists of: (i) 47,191 shares of the Issuers Class A Common Stock, (ii) 27,691,885 shares of the Issuers Class B Common Stock, (iii) 8,129,863 shares of the Issuers Class B Common Stock held by Thomas 2014 Family Trust (the 2014 Trust), (iv) 13,106,677 shares of the Issuers Class B Common Stock held by Thomas Family 2017 Irrevocable Trust (the 2017 Trust), (v) 2,791,081 shares of the Issuers Class B Common Stock held by RT 2019 Grantor Retained Annuity Trust (the 2019 Trust), (vi) 185,053 shares of the Issuers Class B Common Stock held by Neelu Paul, Trustee of the RT 2021 Grantor Retained Annuity Trust, dated June 8, 2021 (the 2021 Trust, and together with the 2014 Trust, 2017 Trust, 2019 Trust and 2021 Trust, the Trusts), (vii) 7,637,146 shares of the Issuers Class B Common Stock issuable upon the exercise of stock options that are currently or will be exercisable within 60 days of December 31, 2022 and (viii) 3,000 shares of the Issuers Class B Common Stock issuable upon the vesting of restricted stock units within 60 days of December 31, 2022. Mr. Thomas is a trustee of each of the Trusts and holds shared voting and dispositive power of the securities reported herein.
(4) This percentage is calculated based upon 116,694,347 outstanding shares of the Issuers Class A Common Stock and 144,338,771 outstanding shares of the Issuers Class B Common Stock as of November 30, 2022, as reported in the Issuers Form 10-Q for the quarter ending October 31, 2022 and filed with the Securities and Exchange Commission on December 6, 2022.
CUSIP No. 85208T107 Page 3 of 9 Pages
| 1. | Name of Reporting Persons Thomas 2014 Family Trust |
|---|---|
| 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 New | |
| Jersey |
| Number of Shares Beneficially Owned by Each Reporting Person With: | Sole Voting Power 0 |
|---|---|
| 6. | Shared Voting Power 8,129,863 1 |
| 7. | Sole Dispositive Power 0 |
| 8. | Shared Dispositive Power 8,129,863 1 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 8,129,863 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) 6.5% of Class A common stock | |
| (3.1% of combined common stock) 2 | |
| 12. | Type of Reporting Person |
| (See Instructions) OO |
(1) Mr. Thomas is a trustee of the 2014 Trust and shares voting and dispositive power of the securities reported herein.
(2) This percentage is calculated based upon 116,694,347 outstanding shares of the Issuers Class A Common Stock and 144,338,771 outstanding shares of the Issuers Class B Common Stock as of November 30, 2022, as reported in the Issuers Form 10-Q for the quarter ending October 31, 2022 and filed with the Securities and Exchange Commission on December 6, 2022.
CUSIP No. 85208T107 Page 4 of 9 Pages
| 1. | Name of Reporting Persons Thomas Family 2017 Irrevocable Trust |
|---|---|
| 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 Nevada |
| Number of Shares Beneficially Owned by Each Reporting Person With: | Sole Voting Power 0 |
|---|---|
| 6. | Shared Voting Power 13,106,677 1 |
| 7. | Sole Dispositive Power 0 |
| 8. | Shared Dispositive Power 13,106,677 1 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 13,106,677 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) 10.1% of Class A common stock | |
| (5.0% of combined common stock) 2 | |
| 12. | Type of Reporting Person |
| (See Instructions) OO |
(1) Mr. Thomas is a trustee of the 2017 Trust and shares voting and dispositive power of the securities reported herein.
(2) This percentage is calculated based upon 116,694,347 outstanding shares of the Issuers Class A Common Stock and 144,338,771 outstanding shares of the Issuers Class B Common Stock as of November 30, 2022, as reported in the Issuers Form 10-Q for the quarter ending October 31, 2022 and filed with the Securities and Exchange Commission on December 6, 2022.
CUSIP No. 85208T107 Page 5 of 9 Pages
| 1. | Name of Reporting Persons RT 2019 Grantor Retained Annuity Trust |
|---|---|
| 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 New | |
| Jersey |
| Number of Shares Beneficially Owned by Each Reporting Person With: | Sole Voting Power 0 |
|---|---|
| 6. | Shared Voting Power 2,791,081 1 |
| 7. | Sole Dispositive Power 0 |
| 8. | Shared Dispositive Power 2,791,081 1 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,791,081 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) 2.3% of Class A common stock | |
| (1.1% of combined common stock) 2 | |
| 12. | Type of Reporting Person |
| (See Instructions) OO |
(1) Mr. Thomas is a trustee of the 2019 Trust and shares voting and dispositive power of the securities reported herein.
(2) This percentage is calculated based upon 116,694,347 outstanding shares of the Issuers Class A Common Stock and 144,338,771 outstanding shares of the Issuers Class B Common Stock as of November 30, 2022, as reported in the Issuers Form 10-Q for the quarter ending October 31, 2022 and filed with the Securities and Exchange Commission on December 6, 2022.
CUSIP No. 85208T107 Page 6 of 9 Pages
| 1. | Name of Reporting Persons Neelu Paul, Trustee of the RT 2021 Grantor Retained Annuity Trust, dated June 8, 2021 |
|---|---|
| 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 New | |
| Jersey |
| Number of Shares Beneficially Owned by Each Reporting Person With: | Sole Voting Power 0 |
|---|---|
| 6. | Shared Voting Power 185,053 1 |
| 7. | Sole Dispositive Power 0 |
| 8. | Shared Dispositive Power 185,053 1 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 185,053 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) 0.2% of Class A common stock | |
| (0.1% of combined common stock) 2 | |
| 12. | Type of Reporting Person |
| (See Instructions) OO |
(1) Mr. Thomas is a trustee of the 2021 Trust and shares voting and dispositive power of the securities reported herein.
(2) This percentage is calculated based upon 116,694,347 outstanding shares of the Issuers Class A Common Stock and 144,338,771 outstanding shares of the Issuers Class B Common Stock as of November 30, 2022, as reported in the Issuers Form 10-Q for the quarter ending October 31, 2022 and filed with the Securities and Exchange Commission on December 6, 2022.
CUSIP No. 85208T107 Page 7 of 9 Pages
Item 1(a) Name of Issuer
Sprinklr, Inc. (the Issuer)
Item 1(b) Address of Issuers Principal Executive Offices
29 West 35 th Street, 7 th Floor
New York, NY 10001
Item 2(a) Name of Person Filing
Ragy Thomas (Mr. Thomas)
Thomas 2014 Family Trust (the 2014 Trust)
Thomas Family 2017 Irrevocable Trust (the 2017 Trust)
RT 2019 Grantor Retained Annuity Trust (the 2019 Trust)
Neelu Paul, Trustee of the RT 2021 Grantor Retained Annuity Trust, dated June 8, 2021 (the 2021 Trust, and together with Mr. Thomas, 2014 Trust, 2017 Trust, 2019, the Reporting Persons)
Item 2(b) Address of Principal Business Office or, if none, Residence
c/o Sprinklr, Inc.
29 West 35 th Street, 7 th Floor
New York, NY 10001
Item 2(c) Citizenship
Mr. Thomas is a United States Citizen.
The 2014 Trust, 2019 Trust and 2021 Trust are governed under the laws of the State of New Jersey.
The 2017 Trust is governed under the laws of the State of Nevada.
Item 2(d) Title of Class of Securities
Class A Common Stock, $0.00003 par value per share
Item 2(e) CUSIP Number
85208T107
Item 3
Not applicable.
Item 4 Ownership
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: See responses to Item 9 on the attached cover pages.
(b) Percent of class: See responses to Item 11 on the attached cover pages.
CUSIP No. 85208T107 Page 8 of 9 Pages
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: See responses to Item 5 on the attached cover pages.
(ii) Shared power to vote or to direct the vote: See responses to Item 6 on the attached cover pages.
(iii) Sole power to dispose or to direct the disposition of: See responses to Item 7 on the attached cover pages.
(iv) Shared power to dispose or to direct the disposition of: See responses to Item 8 on the attached cover pages.
Item 5 Ownership of Five Percent or Less of a Class
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 Ownership of More than Five Percent of Another Person
Not applicable.
Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company
Not applicable.
Item 8 Identification and Classification of Members of the Group
Not applicable.
Item 9 Notice of Dissolution of Group
Not applicable.
Item 10 Certification
Not applicable.
CUSIP No. 85208T107 Page 9 of 9 Pages
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.
Dated: February 9, 2023
| /s/ Ragy Thomas | |
|---|---|
| Ragy Thomas | |
| THOMAS 2014 FAMILY TRUST | |
| By: | /s/ Ragy Thomas |
| Name: | Ragy Thomas |
| Title: | Trustee |
| THOMAS FAMILY 2017 IRREVOCABLE TRUST | |
| By: | /s/ Ragy Thomas |
| Name: | Ragy Thomas |
| Title: | Trustee |
| RT 2019 GRANTOR RETAINED ANNUITY TRUST | |
| By: | /s/ Ragy Thomas |
| Name: | Ragy Thomas |
| Title: | Trustee |
| NEELU PAUL, TRUSTEE OF THE RT 2021 GRANTOR RETAINED ANNUITY TRUST, DATED JUNE 8, 2021 | |
| By: | /s/ Ragy Thomas |
| Name: | Ragy Thomas |
| Title: | Trustee |
EXHIBITS
A: Joint Filing Agreement (Incorporated by reference to Exhibit A to the Schedule 13G, filed with the Securities and Exchange Commission on February 14, 2022)