SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Agrawal Neeraj

(Last)

(First)

(Middle)

C/O SPRINKLR, INC.

29 WEST 35TH STREET, 7TH FLOOR

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Sprinklr, Inc. [ CXM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/04/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/04/2024		C		5,300,000	A	⁽¹⁾	9,236,367⁽²⁾	I	By Battery Ventures IX, L.P.⁽³⁾
Class A Common Stock	04/04/2024		C		53,000	A	⁽¹⁾	89,652⁽⁴⁾	I	By Battery Investment Partners IX, LLC⁽⁵⁾
Class A Common Stock								971,837⁽⁶⁾	D
Class A Common Stock								1,505	I	By Trust⁽⁷⁾
Class A Common Stock								2,180,664	I	By Battery Ventures Select Fund I, L.P.⁽⁸⁾
Class A Common Stock								215,670	I	By Battery Investment Partners Select Fund I, L.P.⁽⁹⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	04/04/2024		C			5,300,000	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	5,300,000	$0⁽¹⁰⁾	5,334,367	I	By Battery Ventures IX, L.P.⁽³⁾
Class B Common Stock	⁽¹⁾	04/04/2024		C			53,000	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	53,000	$0⁽¹⁰⁾	53,335	I	By Battery Investment Partners IX, LLC⁽⁵⁾
Class B Common Stock	⁽¹⁰⁾							⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	1,203,568		1,203,568	I	By Battery Ventures Select Fund I, L.P.⁽⁸⁾
Class B Common Stock	⁽¹⁰⁾							⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	119,034		119,034	I	By Battery Investment Partners Select Fund I, L.P.⁽⁹⁾

Explanation of Responses:

1. These shares of Class B common stock were converted on a one-for-one basis into Class A common stock.

2. The securities held by Battery Ventures IX, L.P. ("BV IX") prior to the transaction reported herein reflect the pro rata distribution in kind effected by BV IX to its general partner and limited partners for no additional consideration, and the further pro rata distribution in kind by the general partner of BV IX, for no additional consideration to its members, including the Reporting Person.

3. Securities are held by BV IX. Battery Partners IX, LLC ("BP IX") is the general partner of BV IX. The Reporting Person is a managing member of BP IX and maybe deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose.

4. The securities held by Battery Investment Partners IX, LLC ("BIP IX") prior to the transaction reported herein reflect the pro rata distribution in kind effected by BIP IX to its members for no additional consideration.

5. Securities are held by BIP IX. BP IX is the managing member of BIP IX. The Reporting Person is a managing member of BP IX and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose.

6. The securities held by the Reporting Person prior to the transaction reported herein reflect the receipt of securities in the distribution in kind described in footnote (2). The receipt of such securities by the Reporting Person constituted a change in form of ownership and, therefore, was not required to be reported pursuant to Section 16.

7. Securities are held by Neeraj Agrawal Revocable Trust of 2012, of which the Reporting Person is the trustee. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.

8. Securities are held by Battery Ventures Select Fund I, L.P. ("BV Select I"). The sole general partner of BV Select I is Battery Partners Select Fund I, L.P. ("BP Select I"). The general partner of BP Select I is Select Fund I GP, LLC ("BP Select I GP"). The Reporting Person is a managing member of BP Select I GP and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose.

9. Securities are held by Battery Investment Partners Select Fund I, L.P. ("BIP Select I"). The sole general partner of BP Select I GP. The Reporting Person is a managing member of BP Select I GP and may be deemed to share voting and dispositive power over these securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose.

10. 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.

	/s/ Christopher Schiavo, as Attorney-in-Fact for Neeraj Agrawal	04/05/2024
	** Signature of Reporting Person	Date
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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