| Item 1. | |
| (a) | Name of issuer:
SPRINKLR, INC. |
| (b) | Address of issuer's principal executive offices:
441 9th Avenue, 12th Floor, NEW YORK, NY, 10001. |
| Item 2. | |
| (a) | Name of person filing:
Ragy Thomas ("Mr. Thomas")
Thomas 2014 Family Trust (the "2014 Trust")
Thomas Family 2017 Irrevocable Trust (the "2017 Trust")
The Family Trust Under the RT GRAT Dtd 11/11/19 2019 (the "2019 Family Trust", and together with Mr. Thomas, 2014 Trust, and 2017 Trust, the "Reporting Persons") |
| (b) | Address or principal business office or, if none, residence:
c/o Sprinklr, Inc.
441 9th Avenue, 12th Floor
New York, NY 10001 |
| (c) | Citizenship:
Mr. Thomas is a United States Citizen.
The 2014 Trust and 2019 Family Trust are governed under the laws of the State of New Jersey.
The 2017 Trust is governed under the laws of the State of Nevada. |
| (d) | Title of class of securities:
CLASS A COMMON STOCK, $0.00003 PAR VALUE |
| (e) | CUSIP No.:
85208T107 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See responses to Item 9 on the attached cover pages.
Mr. Thomas holds 177,765 shares of the Issuer's Class A Common Stock, (ii) 22,892,365 shares of the Issuer's Class B Common Stock, (iii) 8,994,621 shares of the Issuer's Class B Common Stock issuable upon the exercise of stock options that are currently or will be exercisable within 60 days of June 30, 2025 and (iv) 3,000 shares of the Issuer's Class B Common Stock issuable upon the vesting of restricted stock units within 60 days of June 30, 2025.
Mr. Thomas's spouse holds 110,445 shares of the Issuer's Class B Common Stock.
The 2014 Trust holds 8,129,863 shares of the Issuer's Class B Common Stock. Mr. Thomas is a trustee of the 2014 Trust and holds shared voting and dispositive power of the securities held by the 2014 Trust.
The 2017 Trust holds 13,106,677 shares of the Issuer's Class B Common Stock. Mr. Thomas is a trustee of the 2017 Trust and holds shared voting and dispositive power of the securities held by the 2017 Trust.
The 2019 Family Trust holds 1,996,523 shares of the Issuer's Class B Common Stock. Mr. Thomas is a trustee of the 2019 Family Trust and holds shared voting and dispositive power of the securities held by the 2019 Family Trust. |
| (b) | Percent of class:
See responses to Item 11 on the attached cover pages.
Each of the Mr. Thomas, 2014 Trust, 2017 Trust and 2019 Trust may be deemed to beneficially own 27.2%, 5.2%, 8.1% and 1.3% of Class A Common Stock, and 20.7%, 3.1%, 5.1% and 0.8% of Class A Common Stock and Class B Common Stock combined, respectively.
These percentages are calculated based upon (i) 142,831,141 outstanding shares of the Issuer's Class A Common Stock and 116,006,701 outstanding shares of the Issuer's Class B Common Stock as of May 31, 2025, as reported in the Issuer's Form 10-Q for the quarter ended April 30, 2025 and filed with the Securities and Exchange Commission on June 5, 2025 (the "10-Q") and (ii) 5,791,931 shares of Class B Common Stock converted into Class A Common Stock by Mr. Thomas subsequent to the filing of the 10-Q before the quarter ending June 30, 2025. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See responses to Item 5 on the attached cover pages.
|
| | (ii) Shared power to vote or to direct the vote:
See responses to Item 6 on the attached cover pages.
|
| | (iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on the attached cover pages.
|
| | (iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on the attached cover pages.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)