Sec Form 4 Filing - ICONIQ Strategic Partners, L.P. @ Sprinklr, Inc. - 2022-09-12

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
ICONIQ Strategic Partners, L.P.
2. Issuer Name and Ticker or Trading Symbol
Sprinklr, Inc. [ CXM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ICONIQ CAPITAL, 394 PACIFIC AVENUE, 2ND FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
09/12/2022
(Street)
SAN FRANCISCO, CA94111
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 09/12/2022 J( 1 ) 5,438,692 D 0 D( 2 )( 9 )( 10 )
Class A Common Stock 09/12/2022 J( 3 ) 1,365,003 D 0 I( 4 )( 9 )( 10 ) By ICONIQ Strategic Partners-B, L.P.
Class A Common Stock 09/12/2022 J( 5 ) 3,177,383 D 0 I( 6 )( 9 )( 10 ) By ICONIQ Strategic Partners II, L.P.
Class A Common Stock 09/12/2022 J( 7 ) 2,487,258 D 0 I( 8 )( 9 )( 10 ) By ICONIQ Strategic Partners II-B, L.P.
Class A Common Stock 09/12/2022 J( 1 )( 3 )( 5 )( 7 ) 898,189 A 1,223,027 I( 11 ) By Divesh Makan
Class A Common Stock 09/12/2022 J( 1 )( 3 )( 5 )( 7 ) 901,536 A 1,227,532 I( 12 ) By William J.G. Griffith
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ICONIQ Strategic Partners, L.P.
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA94111
X
ICONIQ Strategic Partners-B, L.P.
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA94111
X
ICONIQ Strategic Partners GP, L.P.
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA94111
X
ICONIQ Strategic Partners TT GP, Ltd.
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA94111
X
ICONIQ STRATEGIC PARTNERS II, L.P.
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA94111
X
ICONIQ STRATEGIC PARTNERS II-B, L.P.
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA94111
X
ICONIQ Strategic Partners II GP, L.P.
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA94111
X
ICONIQ Strategic Partners II TT GP, Ltd
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA94111
X
Makan Divesh
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA94111
X
Griffith William J.G.
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA94111
X
Signatures
ICONIQ Strategic Partners, L.P., By: ICONIQ Strategic Partners GP, L.P., By: ICONIQ Strategic Partners TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 09/14/2022
Signature of Reporting Person Date
ICONIQ Strategic Partners-B, L.P., By: ICONIQ Strategic Partners GP, L.P., By: ICONIQ Strategic Partners TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 09/14/2022
Signature of Reporting Person Date
ICONIQ Strategic Partners GP, L.P., By: ICONIQ Strategic Partners TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 09/14/2022
Signature of Reporting Person Date
ICONIQ Strategic Partners TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 09/14/2022
Signature of Reporting Person Date
ICONIQ Strategic Partners II, L.P., By: ICONIQ Strategic Partners II GP, L.P., By: ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 09/14/2022
Signature of Reporting Person Date
ICONIQ Strategic Partners II-B, L.P., By: ICONIQ Strategic Partners II GP, L.P., By: ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 09/14/2022
Signature of Reporting Person Date
ICONIQ Strategic Partners II GP, L.P., By: ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 09/14/2022
Signature of Reporting Person Date
ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 09/14/2022
Signature of Reporting Person Date
/s/ Divesh Makan 09/14/2022
Signature of Reporting Person Date
/s/ William J.G. Griffith 09/1 4/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On September 12, 2022, ICONIQ Strategic Partners, L.P. ("ICONIQ") distributed, for no consideration, in the aggregate 5,438,692 shares of the Issuer's Class A Common Stock (the "ICONIQ Shares") to its limited partners and to ICONIQ Strategic Partners GP, L.P. ("ICONIQ GP"), representing each such partner's pro rata interest in such ICONIQ Shares. On the same date, ICONIQ GP distributed, for no consideration, the ICONIQ Shares it received in the distribution by ICONIQ to its partners, representing each such partner's pro rata interest in such ICONIQ Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
( 2 )The shares are held by ICONIQ.
( 3 )On September 12, 2022, ICONIQ Strategic Partners-B, L.P. ("ICONIQ-B") distributed, for no consideration, in the aggregate 1,365,003 shares of the Issuer's Class A Common Stock (the "ICONIQ-B Shares") to its limited partners and to ICONIQ GP, representing each such partner's pro rata interest in such ICONIQ-B Shares. On the same date, ICONIQ GP distributed, for no consideration, the ICONIQ-B Shares it received in the distribution by ICONIQ-B to its partners, representing each such partner's pro rata interest in such ICONIQ-B Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act.
( 4 )The shares are held by ICONIQ-B.
( 5 )On September 12, 2022, ICONIQ Strategic Partners II, L.P. ("ICONIQ II") distributed, for no consideration, in the aggregate 3,177,383 shares of the Issuer's Class A Common Stock (the "ICONIQ II Shares") to its limited partners and to ICONIQ Strategic Partners II GP, L.P. ("ICONIQ II GP"), representing each such partner's pro rata interest in such ICONIQ II Shares. On the same date, ICONIQ II GP distributed, for no consideration, the ICONIQ II Shares it received in the distribution by ICONIQ II to its partners, representing each such partner's pro rata interest in such ICONIQ II Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act.
( 6 )The shares are held by ICONIQ II.
( 7 )On September 12, 2022, ICONIQ Strategic Partners II-B, L.P. ("ICONIQ II-B") distributed, for no consideration, in the aggregate 2,487,258 shares of the Issuer's Class A Common Stock (the "ICONIQ II-B Shares") to its limited partners and to ICONIQ II GP, representing each such partner's pro rata interest in such ICONIQ II-B Shares. On the same date, ICONIQ II GP distributed, for no consideration, the ICONIQ II-B Shares it received in the distribution by ICONIQ II-B to its partners, representing each such partner's pro rata interest in such ICONIQ II-B Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Exchange Act.
( 8 )The shares are held by ICONIQ II-B.
( 9 )ICONIQ GP is the sole general partner of ICONIQ and ICONIQ-B. ICONIQ Strategic Partners TT GP, Ltd. ("ICONIQ Parent GP") is the sole general partner of ICONIQ GP. ICONIQ II GP is the sole general partner of ICONIQ II and ICONIQ II-B. ICONIQ Strategic Partners II TT GP, Ltd. ("ICONIQ II Parent GP") is the sole general partner of ICONIQ II GP. Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders of each of ICONIQ Parent GP and ICONIQ II Parent GP.
( 10 )Each of ICONIQ GP, ICONIQ Parent GP, ICONIQ II GP, ICONIQ II Parent GP, Makan and Griffith disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
( 11 )The shares are held directly by Makan through his family trust of which he is a trustee and another estate planning trust having an independent trustee. Includes ICONIQ Shares, ICONIQ-B Shares, ICONIQ II Shares and ICONIQ II-B Shares received in the distributions described in footnotes (1), (3), (5) and (7) above.
( 12 )The shares are held directly by Griffith through his family trust of which he is a trustee and another estate planning trust having an independent trustee. Includes ICONIQ Shares, ICONIQ-B Shares, ICONIQ II Shares and ICONIQ II-B Shares received in the distributions described in footnotes (1), (3), (5) and (7) above.

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