SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

ICONIQ STRATEGIC PARTNERS II, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/22/2021

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	758,821⁽¹⁾	D⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	594,020⁽¹⁾	I⁽³⁾⁽⁴⁾⁽⁵⁾	By ICONIQ Strategic Partners II-B, L.P.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	2,309,168⁽¹⁾⁽⁶⁾	⁽⁶⁾	D⁽²⁾⁽³⁾⁽⁴⁾
Series B Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	1,807,612⁽¹⁾⁽⁶⁾	⁽⁶⁾	I⁽³⁾⁽⁴⁾⁽⁵⁾	By ICONIQ Strategic Partners II-B, L.P.
Series D Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	9,418,425⁽¹⁾⁽⁶⁾	⁽⁶⁾	I⁽³⁾⁽⁴⁾⁽⁷⁾	By ICONIQ Strategic Partners, L.P.
Series D Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	2,363,838⁽¹⁾⁽⁶⁾	⁽⁶⁾	I⁽³⁾⁽⁴⁾⁽⁸⁾	ICONIQ Strategic Partners-B, L.P.
Series D-2 Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	2,164,349⁽¹⁾⁽⁶⁾	⁽⁶⁾	D⁽²⁾⁽³⁾⁽⁴⁾
Series D-2 Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	1,694,248⁽¹⁾⁽⁶⁾	⁽⁶⁾	I⁽³⁾⁽⁴⁾⁽⁵⁾	By ICONIQ Strategic Partners II-B, L.P.
Series D-2 Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	1,269,324⁽¹⁾⁽⁶⁾	⁽⁶⁾	I⁽³⁾⁽⁴⁾⁽⁷⁾	By ICONIQ Strategic Partners, L.P.
Series D-2 Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	318,573⁽¹⁾⁽⁶⁾	⁽⁶⁾	I⁽³⁾⁽⁴⁾⁽⁸⁾	By ICONIQ Strategic Partners-B, L.P.
Series E-1 Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	429,327⁽¹⁾⁽⁶⁾	⁽⁶⁾	D⁽²⁾⁽³⁾⁽⁴⁾
Series E-1 Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	336,077⁽¹⁾⁽⁶⁾	⁽⁶⁾	I⁽³⁾⁽⁴⁾⁽⁵⁾	By ICONIQ Strategic Partners II-B, L.P.
Series E-2 Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	59,823⁽¹⁾⁽⁶⁾	⁽⁶⁾	D⁽²⁾⁽³⁾⁽⁴⁾
Series E-2 Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	46,829⁽¹⁾⁽⁶⁾	⁽⁶⁾	I⁽³⁾⁽⁴⁾⁽⁵⁾	By ICONIQ Strategic Partners II-B, L.P.
Series F Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	760,231⁽¹⁾⁽⁶⁾	⁽⁶⁾	D⁽²⁾⁽³⁾⁽⁴⁾
Series F Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	595,107⁽¹⁾⁽⁶⁾	⁽⁶⁾	I⁽³⁾⁽⁴⁾⁽⁵⁾	By ICONIQ Strategic Partners II-B, L.P.

1. Name and Address of Reporting Person^*

ICONIQ STRATEGIC PARTNERS II, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ICONIQ STRATEGIC PARTNERS II-B, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners-B, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners II GP, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners II TT GP, Ltd

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners GP, L.P.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ICONIQ Strategic Partners TT GP, Ltd.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Griffith William J.G.

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Makan Divesh

(Last)

(First)

(Middle)

C/O ICONIQ CAPITAL

394 PACIFIC AVENUE, 2ND FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Each share of Common Stock shall be reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock.

2. The shares are held by ICONIQ Strategic Partners II, L.P. ("ICONIQ II").

3. ICONIQ Strategic Partners II GP, L.P. ("ICONIQ GP II"), is the sole general partner of ICONIQ II-B and ICONIQ II. ICONIQ Strategic Partners II TT GP, Ltd. ("ICONIQ Parent GP II") is the sole general partner of ICONIQ GP II. ICONIQ Strategic Partners GP, L.P. ("ICONIQ GP") is the sole general partner of ICONIQ and ICONIQ-B. ICONIQ Strategic Partners TT GP, Ltd. ("ICONIQ Parent GP") is the sole general partner of ICONIQ GP. Divesh Makan ("Makan") and William J.G. Griffith ("Griffith") are the sole equity holders of each of ICONIQ Parent GP II and ICONIQ Parent GP.

4. Each of ICONIQ II GP, ICONIQ Parent GP II, ICONIQ GP, ICONIQ Parent GP, Makan and Griffith disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

5. The shares are held by ICONIQ Strategic Partners II-B, L.P. ("ICONIQ II-B").

6. Each share of Series B Preferred Stock, Series D Preferred Stock, Series D-2 Preferred Stock, Series E-1 Preferred Stock, Series E-2 Preferred Stock and Series F Stock will automatically convert into shares of Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and have no expiration date.

7. The shares are held by ICONIQ Strategic Partners, L.P. ("ICONIQ").

8. The shares are held by ICONIQ Strategic Partners-B, L.P. ("ICONIQ-B").

Remarks:

	ICONIQ Strategic Partners II, L.P., By: ICONIQ Strategic Partners II GP, L.P., By: ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster	06/22/2021
	ICONIQ Strategic Partners II-B, L.P., By: ICONIQ Strategic Partners II GP, L.P., By: ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster	06/22/2021
	ICONIQ Strategic Partners GP, L.P., by ICONIQ Strategic Partners TT GP, Ltd., its general partner, by Kevin Foster, its Senior Vice President, /s/ Kevin Foster	06/22/2021
	ICONIQ Strategic Partners-B, L.P., by ICONIQ Strategic Partners GP, L.P., its general partner, by ICONIQ Strategic Partners TT GP, Ltd., its general partner, by Kevin Foster, its Senior Vice President /s/ Kevin Foster	06/22/2021
	ICONIQ Strategic Partners II GP, L.P., ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster	06/22/2021
	ICONIQ Strategic Partners II TT GP, Ltd., By: Kevin Foster, Title: Authorized Signatory, /s/ Kevin Foster	06/22/2021
	ICONIQ Strategic Partners GP, L.P., by ICONIQ Strategic Partners TT GP, Ltd., its general partner, by Kevin Foster, its Senior Vice President, /s/ Kevin Foster	06/22/2021
	ICONIQ Strategic Partners TT GP, Ltd., by Kevin Foster, its Senior Vice President, /s/ Kevin Foster	06/22/2021
	/s/ William J.G. Griffith	06/22/2021
	/s/ Divesh Makan	06/22/2021
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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