Sec Form 3 Filing - ICONIQ STRATEGIC PARTNERS II, L.P. @ Sprinklr, Inc. - 2021-06-22

FORM 3 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 II, 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) 06/22/2021 (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 Common Stock 758,821 ( 1 ) D ( 2 ) ( 3 ) ( 4 ) Common Stock 594,020 ( 1 ) I ( 3 ) ( 4 ) ( 5 ) By ICONIQ Strategic Partners II-B, L.P.

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 Series B Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock 2,309,168 ( 1 ) ( 6 ) D ( 2 ) ( 3 ) ( 4 ) Series B Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock 1,807,612 ( 1 ) ( 6 ) I ( 3 ) ( 4 ) ( 5 ) By ICONIQ Strategic Partners II-B, L.P. Series D Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock 9,418,425 ( 1 ) ( 6 ) I ( 3 ) ( 4 ) ( 7 ) By ICONIQ Strategic Partners, L.P. Series D Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock 2,363,838 ( 1 ) ( 6 ) I ( 3 ) ( 4 ) ( 8 ) ICONIQ Strategic Partners-B, L.P. Series D-2 Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock 2,164,349 ( 1 ) ( 6 ) D ( 2 ) ( 3 ) ( 4 ) Series D-2 Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock 1,694,248 ( 1 ) ( 6 ) I ( 3 ) ( 4 ) ( 5 ) By ICONIQ Strategic Partners II-B, L.P. Series D-2 Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock 1,269,324 ( 1 ) ( 6 ) I ( 3 ) ( 4 ) ( 7 ) By ICONIQ Strategic Partners, L.P. Series D-2 Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock 318,573 ( 1 ) ( 6 ) I ( 3 ) ( 4 ) ( 8 ) By ICONIQ Strategic Partners-B, L.P. Series E-1 Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock 429,327 ( 1 ) ( 6 ) D ( 2 ) ( 3 ) ( 4 ) Series E-1 Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock 336,077 ( 1 ) ( 6 ) I ( 3 ) ( 4 ) ( 5 ) By ICONIQ Strategic Partners II-B, L.P. Series E-2 Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock 59,823 ( 1 ) ( 6 ) D ( 2 ) ( 3 ) ( 4 ) Series E-2 Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock 46,829 ( 1 ) ( 6 ) I ( 3 ) ( 4 ) ( 5 ) By ICONIQ Strategic Partners II-B, L.P. Series F Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock 760,231 ( 1 ) ( 6 ) D ( 2 ) ( 3 ) ( 4 ) Series F Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock 595,107 ( 1 ) ( 6 ) I ( 3 ) ( 4 ) ( 5 ) By ICONIQ Strategic Partners II-B, L.P.

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other 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, 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 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 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 Griffith William J.G. 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 Signatures 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 06/22/2021 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 06/22/2021 Signature of Reporting Person Date ICONIQ Strategic Partners GP, L.P., by ICONIQ Strategic Partners TT GP, Ltd., its general partner, by Kevin Foster, its Senior Vice President, /s/ Kevin Foster 06/22/2021 Signature of Reporting Person Date ICONIQ Strategic Partners-B, L.P., by ICONIQ Strategic Partners GP, L.P., its general partner, by ICONIQ Strategic Partners TT GP, Ltd., its general partner, by Kevin Foster, its Senior Vice President /s/ Kevin Foster 06/22/2021 Signature of Reporting Person Date ICONIQ Strategic Partners II GP, L.P., ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 06/22/2021 Signature of Reporting Person Date ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster 06/22/2021 Signature of Reporting Person Date ICONIQ Strategic Partners GP, L.P., by ICONIQ Strategic Partners TT GP, Ltd., its general partner, by Kevin Foster, its Senior Vice President, /s/ Kevin Foster 06/22/2021 Signature of Reporting Person Date ICONIQ Strategic Partners TT GP, Ltd., by Kevin Foster, its Senior Vice President, /s/ Kevin Foster 06/22/2021 Signature of Reporting Person Date /s/ William J.G. Griffith 06/22/2021 Signature of Reporting Person Date /s/ Divesh Makan 06/22/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Common Stock shall be reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer'sinitial public offering of Class A Common Stock. ( 2 )The shares are held by ICONIQ Strategic Partners II, L.P. ("ICONIQ II"). ( 3 )ICONIQ Strategic Partners II GP, L.P. ("ICONIQ GP II"), is the sole general partner of ICONIQ II-B and ICONIQ II. ICONIQ Strategic Partners II TT GP, Ltd. ("ICONIQ Parent GP II") is the sole general partner of ICONIQ GP II. ICONIQ Strategic Partners GP, L.P. ("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. Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders of each of ICONIQ Parent GP II and ICONIQ Parent GP. ( 4 )Each of ICONIQ II GP, ICONIQ Parent GP II, ICONIQ GP, ICONIQ Parent GP, Makan and Griffith disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (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. ( 5 )The shares are held by ICONIQ Strategic Partners II-B, L.P. ("ICONIQ II-B"). ( 6 )Each share of Series B Preferred Stock, Series D Preferred Stock, Series D-2 Preferred Stock, Series E-1 Preferred Stock, Series E-2 Preferred Stock and Series F Stock will automatically convert into shares of Common Stock on a1:1 basis immediately prior to the closing of the Issuer's initial public offering and have no expiration date. ( 7 )The shares are held by ICONIQ Strategic Partners, L.P. ("ICONIQ"). ( 8 )The shares are held by ICONIQ Strategic Partners-B, L.P. ("ICONIQ-B").

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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