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).

1. Name and Address of Reporting Person^*

Lazzaron Luca

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2021

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)
Common Stock	06/25/2021		J⁽¹⁾		769,081⁽¹⁾	D	$0.00⁽¹⁾	0	D

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	⁽²⁾	06/25/2021		J⁽¹⁾		769,081		⁽²⁾	⁽²⁾	Class A Common Stock	769,081	$0.00	769,081	D
Employee Stock Option (right to buy)	$3.73	06/25/2021		J⁽¹⁾			100,000	⁽³⁾	02/07/2028	Common Stock⁽¹⁾	100,000	$0.00	0	D
Employee Stock Option (right to buy)	$3.73	06/25/2021		J⁽¹⁾		100,000		⁽³⁾	02/07/2028	Class B Common Stock	100,000	$0.00	100,000	D
Employee Stock Option (right to buy)	$4.1	06/25/2021		J⁽¹⁾			162,500	⁽⁴⁾	08/14/2028	Common Stock⁽¹⁾	162,500	$0.00	0	D
Employee Stock Option (right to buy)	$4.1	06/25/2021		J⁽¹⁾		162,500		⁽⁴⁾	08/14/2028	Class B Common Stock	162,500	$0.00	162,500	D
Employee Stock Option (right to buy)	$4.25	06/25/2021		J⁽¹⁾			220,000	⁽⁵⁾	03/18/2029	Common Stock⁽¹⁾	220,000	$0.00	0	D
Employee Stock Option (right to buy)	$4.25	06/25/2021		J⁽¹⁾		220,000		⁽⁵⁾	03/18/2029	Class B Common Stock	220,000	$0.00	220,000	D
Employee Stock Option (right to buy)	$4.93	06/25/2021		J⁽¹⁾			525,000	⁽⁶⁾	03/11/2030	Common Stock⁽¹⁾	525,000	$0.00	0	D
Employee Stock Option (right to buy)	$4.93	06/25/2021		J⁽¹⁾		525,000		⁽⁶⁾	03/11/2030	Class B Common Stock	525,000	$0.00	525,000	D
Employee Stock Option (right to buy)	$7.68	06/25/2021		J⁽¹⁾			500,000	⁽⁷⁾	01/28/2031	Common Stock⁽¹⁾	500,000	$0.00	0	D
Employee Stock Option (right to buy)	$7.68	06/25/2021		J⁽¹⁾		500,000		⁽⁷⁾	01/28/2031	Class B Common Stock	500,000	$0.00	500,000	D

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. 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.

3. One fourth (1/4th) of the shares subject to the option award vested on February 7, 2019, 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.

4. One fourth (1/4th) of the shares subject to the option award vested on August 14, 2019, 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 fourth (1/4th) of the shares subject to the option award vested on May 1, 2020, 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.

6. One fourth (1/4th) of the shares subject to the option award vested on March 11, 2021, 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.

7. One fifth (1/5th) of the shares subject to the option award shall vest on January 28, 2022, and one sixtieth (1/60th) of the shares subject to the option award shall vest on the first day of each month thereafter, subject to the Reporting Person's continuous service.

Remarks:

	/s/ Jason Minio, Attorney-in-Fact	06/29/2021
	** 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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