Tobin Scott R Form 4 Sprinklr / R DAVID TABORS ownership change

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).

1. Name and Address of Reporting Person^*

Battery Ventures IX, L.P.

(Last)

(First)

(Middle)

C/O BATTERY VENTURES

ONE MARINA PARK DRIVE, SUITE 1100

(Street)

BOSTON

02210

(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)

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)

	Form filed by One Reporting Person
X	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	04/03/2024		J⁽¹⁾		4,000,000	D	$0	3,936,367	D⁽²⁾
Class A Common Stock	04/03/2024		J⁽³⁾		40,406	D	$0	36,652	I	By Battery Investment Partners IX, LLC⁽⁴⁾
Class A Common Stock	04/03/2024		J⁽⁵⁾		1,177,672	A	$0	1,177,672	I	By Battery Partners IX, LLC⁽⁶⁾
Class A Common Stock	04/03/2024		J⁽⁷⁾		1,177,672	D	$0	0	I	By Battery Partners IX, LLC⁽⁶⁾
Class A Common Stock	04/04/2024		C		5,300,000	A	⁽⁸⁾	9,236,367	D⁽²⁾
Class A Common Stock	04/04/2024		C		53,000	A	⁽⁸⁾	89,652	I	By Battery Investment Partners IX, LLC⁽⁴⁾
Class A Common Stock								2,180,664	I	By Battery Ventures Select Fund I, L.P.⁽⁹⁾
Class A Common Stock								215,670	I	By Battery Investment Partners Select Fund I, L.P.⁽¹⁰⁾
Class A Common Stock								484,562⁽¹¹⁾	D⁽¹²⁾
Class A Common Stock								363,880⁽¹¹⁾⁽¹³⁾	D⁽¹⁴⁾
Class A Common Stock								784,683⁽¹¹⁾	I	By Trust⁽¹⁵⁾
Class A Common Stock								319,405⁽¹¹⁾⁽¹³⁾	D⁽¹⁶⁾
Class A Common Stock								753,324⁽¹¹⁾	D⁽¹⁷⁾
Class A Common Stock								16,772⁽¹³⁾	I	By LLC⁽¹⁸⁾

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	⁽⁸⁾	04/04/2024		C			5,300,000	⁽¹⁹⁾	⁽¹⁹⁾	Class A Common Stock	5,300,000	$0⁽¹⁹⁾	5,334,367	D⁽²⁾
Class B Common Stock	⁽⁸⁾	04/04/2024		C			53,000	⁽¹⁹⁾	⁽¹⁹⁾	Class A Common Stock	53,000	$0⁽¹⁹⁾	53,335	I	By Battery Investment Partners IX, LLC⁽⁴⁾
Class B Common Stock	⁽¹⁹⁾							⁽¹⁹⁾	⁽¹⁹⁾	Class A Common Stock	1,203,568		1,203,568	I	By Battery Ventures Select Fund I, L.P.⁽⁹⁾
Class B Common Stock	⁽¹⁹⁾							⁽¹⁹⁾	⁽¹⁹⁾	Class A Common Stock	119,034		119,034	I	By Battery Investment Partners Select Fund I, L.P.⁽¹⁰⁾

1. Name and Address of Reporting Person^*

Battery Ventures IX, L.P.

(Last)

(First)

(Middle)

C/O BATTERY VENTURES

ONE MARINA PARK DRIVE, SUITE 1100

(Street)

BOSTON

02210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Battery Investment Partners IX, LLC

(Last)

(First)

(Middle)

C/O BATTERY VENTURES

ONE MARINA PARK DRIVE, SUITE 1100

(Street)

BOSTON

02210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Battery Partners IX, LLC

(Last)

(First)

(Middle)

C/O BATTERY VENTURES

ONE MARINA PARK DRIVE, SUITE 1100

(Street)

BOSTON

02210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TOBIN SCOTT R

(Last)

(First)

(Middle)

C/O BATTERY VENTURES

ONE MARINA PARK DRIVE, SUITE 1100

(Street)

BOSTON

02210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TABORS R DAVID

(Last)

(First)

(Middle)

C/O BATTERY VENTURES

ONE MARINA PARK DRIVE, SUITE 1100

(Street)

BOSTON

02210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BROWN MICHAEL MAURICE

(Last)

(First)

(Middle)

C/O BATTERY VENTURES

ONE MARINA PARK DRIVE, SUITE 1100

(Street)

BOSTON

02210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Feldman Jesse

(Last)

(First)

(Middle)

C/O BATTERY VENTURES

ONE MARINA PARK DRIVE, SUITE 1100

(Street)

BOSTON

02210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Lee Roger H

(Last)

(First)

(Middle)

C/O BATTERY VENTURES

ONE MARINA PARK DRIVE, SUITE 1100

(Street)

BOSTON

02210

(City)

(State)

(Zip)

Explanation of Responses:

1. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Ventures IX, L.P. ("BV IX") to its general partner and limited partners without additional consideration.

2. Securities are held by BV IX. The sole general partner of BV IX is Battery Partners IX, LLC ("BP IX"). Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Roger H. Lee, R. David Tabors and Scott R. Tobin are the managing members of BP IX and may be deemed to share voting and dispositive power over the securities held by BV IX. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of his or its 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. Mr. Agrawal is a director of the Issuer and files separateSection 16 reports.

3. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Battery Investment Partners IX, LLC ("BIP IX") to its members without additional consideration.

4. Securities are held by BIP IX. The sole managing member of BIP IX is BP IX. Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Roger H. Lee, R. David Tabors and Scott R. Tobin are the managing members of BP IX and may be deemed to share voting and dispositive power over the securities held by BIP IX. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of his or its 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. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.

5. Represents receipt of securities in the distribution in kind described in footnote (1).

6. Securities are held by BP IX. Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Roger H. Lee, R. David Tabors and Scott R. Tobin are the managing members of BP IX and may be deemed to share voting and dispositive power over the securities held by BP IX. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of his or its 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. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.

7. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by BP IX to its members without consideration.

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

9. Securities are held by Battery Ventures Select Fund I, L.P. ("BV Select I"). R. David Tabors has an economic interest in 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 Battery Partners Select Fund I GP, LLC ("BP Select I GP"). Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Roger H. Lee and Scott R. Tobin are managing members of BP Select I GP and may be deemed to share voting and dispositive power over the securities held by BV Select I. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of his or its 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. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.

10. Securities are held by Battery Investment Partners Select Fund I, L.P. ("BIP Select I"). R. David Tabors has an economic interest in BIP Select I. The sole general partner of BIP Select I is BP Select I GP. Neeraj Agrawal, Michael M. Brown, Jesse R. Feldman, Roger H. Lee and Scott R. Tobin are managing members of BP Select I GP and may be deemed to share voting and dispositive power over the securities held by BIP Select I. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of his or its 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. Mr. Agrawal is a director of the Issuer and files separate Section 16 reports.

11. The securities beneficially owned by the Reporting Person prior to the reported transaction reflect the receipt of securities in the distribution in kind described in footnote (7) and from a previous distribution in kind that constituted a change in form of ownership and, therefore, was not required to be reported pursuant to Section 16.

12. Securities are held by Michael M. Brown.

13. The securities beneficially owned by the Reporting Person prior to the reported transaction reflect the receipt of securities in the distribution in kind described in footnote (3) and from a previous distribution in kind that constituted a change in form of ownership and, therefore, was not required to be reported pursuant to Section 16.

14. Securities are held by Jesse R. Feldman.

15. Securities are held by The Lee Family Trust, of which Roger H. Lee is a co-trustee. Mr. Lee disclaims beneficial ownership of these securities except to the extent of his proportionate pecuniary interest therein.

16. Securities are held by R. David Tabors.

17. Securities are held by Scott R. Tobin.

18. Securities are held by Tobin Family, LLC, of which Mr. Tobin is the sole member. Mr. Tobin 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.

19. 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 Battery Ventures IX, L.P.	04/05/2024
	/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Investment Partners IX, LLC	04/05/2024
	/s/ Christopher Schiavo, as Attorney-in-Fact for Battery Partners IX, LLC	04/05/2024
	/s/ Christopher Schiavo, as Attorney-in-Fact for Scott R. Tobin	04/05/2024
	/s/ Christopher Schiavo, as Attorney-in-Fact for R. David Tabors	04/05/2024
	/s/ Christopher Schiavo, as Attorney-in-Fact for Michael M. Brown	04/05/2024
	/s/ Christopher Schiavo, as Attorney-in-Fact for Jesse R. Feldman	04/05/2024
	/s/ Christopher Schiavo, as Attorney-in-Fact for Roger H. Lee	04/05/2024
	** Signature of Reporting Person	Date
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Tobin Scott R Form 4Sprinklr / R DAVID TABORS ownership change