Insider filing report for Changes in Beneficial Ownership
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The following is an SEC EDGAR document rendered as filed.
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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 *
CHAMBERS JOHN T
2. Issuer Name and Ticker or Trading Symbol
Sprinklr, Inc. [ CXM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O SPRINKLR, INC., 29 WEST 35TH STREET, 7TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
06/25/2021
(Street)
NEW YORK, NY10001
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 06/25/2021 J( 1 ) 400,332 ( 1 ) D $ 0 ( 1 ) 0 I See footnote ( 2 )
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
Stock Option (right to buy) $ 16 06/25/2021 A 17,631 ( 3 ) 06/25/2031 Class A Common Stock 17,631 $ 0 17,631 D
Stock Option (right to buy) $ 3.52 06/25/2021 J( 1 ) 75,000 ( 4 ) 09/14/2027 Common Stock ( 1 ) 75,000 $ 0 0 D
Stock Option (right to buy) $ 3.52 06/25/2021 J( 1 ) 75,000 ( 4 ) 09/14/2027 Class B Common Stock 75,000 $ 0 75,000 D
Stock Option (right to buy) $ 4.1 06/25/2021 J( 1 ) 1,350,000 ( 5 ) 08/14/2028 Common Stock ( 1 ) 1,350,000 $ 0 0 D
Stock Option (right to buy) $ 4.1 06/25/2021 J( 1 ) 1,350,000 ( 5 ) 08/14/2028 Class B Common Stock 1,350,000 $ 0 1,350,000 D
Class B Common Stock ( 6 ) 06/25/2021 J( 1 ) 400,332 ( 6 ) ( 6 ) Class A Common Stock 400,332 $ 0 400,332 I See footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CHAMBERS JOHN T
C/O SPRINKLR, INC.
29 WEST 35TH STREET, 7TH FLOOR
NEW YORK, NY10001
X
Signatures
/s/ Jason Minio, Attorney-in-Fact 06/29/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Immediately prior to the closing of the Issuer's initial public offering, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.
( 2 )The securities are held by JC2 Investments LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
( 3 )The option will vest in full on the earlier of (a) June 25, 2022 or (b) the day prior to the date of the Issuer's next annual stockholder meeting, subject to the Reporting Person's continuous service through such vesting date.
( 4 )One fourth (1/4th) of the shares subject to the option award vested on August 3, 2018, and one forty-eighth (1/48th) of the shares subject to the option award vested or shall vest on the first day of each month thereafter, subject to the Reporting Person's continuous service.
( 5 )One forty-eighth (1/48th) of the shares subject to the option award vested or shall vest on and a monthly basis commencing on September 14, 2018, then on the first day of each month thereafter, subject to the Reporting Person's continuous service.
( 6 )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.

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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