Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Sprinklr, Inc.
(Name of Issuer)
Class A Common Stock, $0.00003 par value per share
(Title of Class of Securities)
85208T107
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ ¨ x |
Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 85208T107 |
| 1. |
Names of Reporting Persons Battery Ventures IX, L.P. |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 3. | SEC Use Only |
| 4. |
Citizenship or Place of Organization Delaware |
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power 0 shares |
| 6. |
Shared Voting Power 22,570,734 (2) | |
| 7. |
Sole Dispositive Power 0 shares | |
| 8. |
Shared Dispositive Power 22,570,734 (2) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 22,570,734 (2) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row (9) 8.2% of common stock (13.9% of Class A common stock) (3) (4) |
| 12. |
Type of Reporting Person (See Instructions) PN |
| (1) | This Schedule 13G is filed by Battery Ventures IX, L.P. (“BV9”), Battery Investment Partners IX, LLC (“BIP9”), Battery Partners IX, LLC (“BP9”), Battery Ventures Select Fund I, L.P. (“BV Select I”), Battery Partners Select Fund I, L.P. (“BP Select I”), Battery Investment Partners Select Fund I, L.P. (“BIP Select I”), Battery Partners Select Fund I GP, LLC (“BP Select I GP”), Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Morad Elhafed (“Elhafed”), Jesse Feldman (“Fel dman”), Russell Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea Stoner (“Stoner”), R. David Tabors (“Tabors”), Dharmesh Thakker (“Thakker”), and Scott R. Tobin (“Tobin”). Agrawal, Brown, Feldman, Lee, Tabors and Tobin are collectively referred to as the “BV Managing Members.” Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin are collectively referred to as the “BP Select Managing Members” and, together with the BV Managing Members and the foregoing entities, the “Reporting Persons.” The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 11,936,367 shares of Class A common stock and 10,634,367 shares of Class A common stock issuable upon conversion of 10,634,367 shares of Class B common stock held by BV9. BP9 is the general partner of BV9 and the BV Managing Members are the managing members of BP9. Each of BP9 and the BV Managing Members shares voting and investment authority over these shares. |
| (3) | Calculation of the percentage of common stock beneficially owned is based on a total of 273,890,453 shares of Common Stock (151,605,805 shares of Class A Common Stock and 122,284,648 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 6, 2023. |
| (4) | Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 151,605,805 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 6, 2023 and (ii) Class A common stock issuable upon conversion of 10,634,367 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
2
| CUSIP No. 85208T107 |
| 1. |
Names of Reporting Persons Battery Investment Partners IX, LLC |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 3. | SEC Use Only |
| 4. |
Citizenship or Place of Organization Delaware |
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power 0 shares |
| 6. |
Shared Voting Power 223,799 (2) | |
| 7. |
Sole Dispositive Power 0 shares | |
| 8. |
Shared Dispositive Power 223,799 (2) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 223,799 (2) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row (9) 0.1% of common stock (0.1% of Class A common stock) (3) (4) |
| 12. |
Type of Reporting Person (See Instructions) OO |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 117,464 shares of Class A common stock and 106,335 shares of Class A common stock issuable upon conversion of 106,335 shares of Class B common stock held by BIP9. BP9 is the managing member of BIP9 and the BV Managing Members are the managing members of BP9. Each of BP9 and the BV Managing Members shares voting and investment authority over these shares. |
| (3) | Calculation of the percentage of common stock beneficially owned is based on a total of 273,890,453 shares of Common Stock (151,605,805 shares of Class A Common Stock and 122,284,648 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 6, 2023. |
| (4) | Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 151,605,805 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 6, 2023 and (ii) Class A common stock issuable upon conversion of 106,335 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
3
| CUSIP No. 85208T107 |
| 1. |
Names of Reporting Persons Battery Partners IX, LLC |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 3. | SEC Use Only |
| 4. |
Citizenship or Place of Organization Delaware |
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power 0 shares |
| 6. |
Shared Voting Power 22,794,533 (2) | |
| 7. |
Sole Dispositive Power 0 shares | |
| 8. |
Shared Dispositive Power 22,794,533 (2) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 22,794,533 (2) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row (9) 8.3% of common stock (14.0% of Class A common stock) (3) (4) |
| 12. |
Type of Reporting Person (See Instructions) OO |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of (i) 11,936,367 shares of Class A common stock and 10,634,367 shares of Class A common stock issuable upon conversion of 10,634,367 shares of Class B common stock held by BV9; and (ii) 117,464 shares of Class A common stock and 106,335 shares of Class A common stock issuable upon conversion of 106,335 shares of Class B common stock held by BIP9. BP9 is the general partner of BV9 and the managing member of BIP9 and the BV Managing Members are the managing members of BP9. Each of BP9 and the BV Managing Members shares voting and investment authority over these shares. |
| (3) | Calculation of the percentage of common stock beneficially owned is based on a total of 273,890,453 shares of Common Stock (151,605,805 shares of Class A Common Stock and 122,284,648 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 6, 2023. |
| (4) | Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 151,605,805 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 6, 2023 and (ii) Class A common stock issuable upon conversion of 10,740,702 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
4
| CUSIP No. 85208T107 |
| 1. |
Names of Reporting Persons Battery Ventures Select Fund I, L.P. |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 3. | SEC Use Only |
| 4. |
Citizenship or Place of Organization Delaware |
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power 0 shares |
| 6. |
Shared Voting Power 3,384,232 (2) | |
| 7. |
Sole Dispositive Power 0 shares | |
| 8. |
Shared Dispositive Power 3,384,232 (2) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 3,384,232 (2) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row (9) 1.2% of common stock (2.2% of Class A common stock) (3) (4) |
| 12. |
Type of Reporting Person (See Instructions) PN |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 2,180,664 shares of Class A common stock and 1,203,568 shares of Class A common stock issuable upon conversion of 1,203,568 shares of Class B common stock held by BV Select I. BP Select I is the general partner of BV Select I, BP Select I GP is the general partner of BP Select I and the BP Select Managing Members are the managing members of BP Select I GP. Each of BP Select I, BP Select I GP and the BP Select Managing Members shares voting and investment authority over these shares. |
| (3) | Calculation of the percentage of common stock beneficially owned is based on a total of 273,890,453 shares of Common Stock (151,605,805 shares of Class A Common Stock and 122,284,648 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 6, 2023. |
| (4) | Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 151,605,805 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 6, 2023 and (ii) Class A common stock issuable upon conversion of 1,203,568 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
5
| CUSIP No. 85208T107 |
| 1. |
Names of Reporting Persons Battery Partners Select Fund I, L.P. |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 3. | SEC Use Only |
| 4. |
Citizenship or Place of Organization Delaware |
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power 0 shares |
| 6. |
Shared Voting Power 3,384,232 (2) | |
| 7. |
Sole Dispositive Power 0 shares | |
| 8. |
Shared Dispositive Power 3,384,232 (2) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 3,384,232 (2) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row (9) 1.2% of common stock (2.2% of Class A common stock) (3) (4) |
| 12. |
Type of Reporting Person (See Instructions) PN |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 2,180,664 shares of Class A common stock and 1,203,568 shares of Class A common stock issuable upon conversion of 1,203,568 shares of Class B common stock held by BV Select I. BP Select I is the general partner of BV Select I, BP Select I GP is the general partner of BP Select I and the BP Select Managing Members are the managing members of BP Select I GP. Each of BP Select I, BP Select I GP and the BP Select Managing Members shares voting and investment authority over these shares. |
| (3) | Calculation of the percentage of common stock beneficially owned is based on a total of 273,890,453 shares of Common Stock (151,605,805 shares of Class A Common Stock and 122,284,648 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 6, 2023. |
| (4) | Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 151,605,805 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 6, 2023 and (ii) Class A common stock issuable upon conversion of 1,203,568 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
6
| CUSIP No. 85208T107 |
| 1. |
Names of Reporting Persons Battery Investment Partners Select Fund I, L.P. |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 3. | SEC Use Only |
| 4. |
Citizenship or Place of Organization Delaware |
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power 0 shares |
| 6. |
Shared Voting Power 334,704 (2) | |
| 7. |
Sole Dispositive Power 0 shares | |
| 8. |
Shared Dispositive Power 334,704 (2) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 334,704 (2) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row (9) 0.1% of common stock (0.2% of Class A common stock) (3) (4) |
| 12. |
Type of Reporting Person (See Instructions) PN |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 215,670 shares of Class A common stock and 119,034 shares of Class A common stock issuable upon conversion of 119,034 shares of Class B common stock held by BIP Select I. BP Select I GP is the general partner of BIP Select I and the BP Select Managing Members are the managing members of BP Select I GP. Each of BP Select I GP and the BP Select Managing Members shares voting and investment authority over these shares. |
| (3) | Calculation of the percentage of common stock beneficially owned is based on a total of 273,890,453 shares of Common Stock (151,605,805 shares of Class A Common Stock and 122,284,648 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 6, 2023. |
| (4) | Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 151,605,805 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 6, 2023 and (ii) Class A common stock issuable upon conversion of 119,034 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
7
| CUSIP No. 85208T107 |
| 1. |
Names of Reporting Persons Battery Partners Select Fund I GP, LLC |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 3. | SEC Use Only |
| 4. |
Citizenship or Place of Organization Delaware |
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power 0 shares |
| 6. |
Shared Voting Power 3,718,936 (2) | |
| 7. |
Sole Dispositive Power 0 shares | |
| 8. |
Shared Dispositive Power 3,718,936 (2) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 3,718,936 (2) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row (9) 1.4% of common stock (2.4% of Class A common stock) (3) (4) |
| 12. |
Type of Reporting Person (See Instructions) OO |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of (i) 2,180,664 shares of Class A common stock and 1,203,568 shares of Class A common stock issuable upon conversion of 1,203,568 shares of Class B common stock held by BV Select I and (ii) 215,670 shares of Class A common stock and 119,034 shares of Class A common stock issuable upon conversion of 119,034 shares of Class B common stock held by BIP Select I. BP Select I is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and BIP Select I. The BP Select Managing Members are the managing members of BP Select I GP. Each of BP Select I GP and the BP Select Managing Members shares voting and investment authority over these shares. |
| (3) | Calculation of the percentage of common stock beneficially owned is based on a total of 273,890,453 shares of Common Stock (151,605,805 shares of Class A Common Stock and 122,284,648 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 6, 2023. |
| (4) | Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 151,605,805 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 6, 2023 and (ii) Class A common stock issuable upon conversion of 1,322,602 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
8
| CUSIP No. 85208T107 |
| 1. |
Names of Reporting Persons Neeraj Agrawal |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 3. | SEC Use Only |
| 4. |
Citizenship or Place of Organization United States |
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power 734,863 |
| 6. |
Shared Voting Power 26,513,469 (2) | |
| 7. |
Sole Dispositive Power 734,863 | |
| 8. |
Shared Dispositive Power 26,513,469 (2) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 27,248,332 (2) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row (9) 9.9% of common stock (16.7% of Class A common stock) (3) (4) |
| 12. |
Type of Reporting Person (See Instructions) IN |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 11,936,367 shares of Class A common stock and 10,634,367 shares of Class A common stock issuable upon conversion of 10,634,367 shares of Class B common stock held by BV9; (ii) 117,464 shares of Class A common stock and 106,335 shares of Class A common stock issuable upon conversion of 106,335 shares of Class B common stock held by BIP9; (iii) 2,180,664 shares of Class A common stock and 1,203,568 shares of Class A common stock issuable upon conversion of 1,203,568 shares of Class B common stock held by BV Select I; and (iv) 215,670 shares of Class A common stock and 119,034 shares of Class A common stock issuable upon conversion of 119,034 shares of Class B common stock held by BIP Select I. BP9 is the general partner of BV9 and the managing member of BIP9. BP Select I is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and BIP Select I. The BV Managing Members, as managing members of BP9, share voting and investment authority over the shares held by each of BV9 and BIP9. The BP Select Managing Members, as managing members of BP Select I GP, share voting and investment authority over the shares held by each of BV Select I and BIP Select I. |
| (3) | Calculation of the percentage of common stock beneficially owned is based on a total of 273,890,453 shares of Common Stock (151,605,805 shares of Class A Common Stock and 122,284,648 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 6, 2023. |
| (4) | Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 151,605,805 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 6, 2023 and (ii) Class A common stock issuable upon conversion of 12,063,304 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
9
| CUSIP No. 85208T107 |
| 1. |
Names of Reporting Persons Michael Brown |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 3. | SEC Use Only |
| 4. |
Citizenship or Place of Organization United States |
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power 259,460 |
| 6. |
Shared Voting Power 26,513,469 (2) | |
| 7. |
Sole Dispositive Power 259,460 | |
| 8. |
Shared Dispositive Power 26,513,469 (2) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 26,772,929 (2) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row (9) 9.8% of common stock (16.4% of Class A common stock) (3) (4) |
| 12. |
Type of Reporting Person (See Instructions) IN |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 11,936,367 shares of Class A common stock and 10,634,367 shares of Class A common stock issuable upon conversion of 10,634,367 shares of Class B common stock held by BV9; (ii) 117,464 shares of Class A common stock and 106,335 shares of Class A common stock issuable upon conversion of 106,335 shares of Class B common stock held by BIP9; (iii) 2,180,664 shares of Class A common stock and 1,203,568 shares of Class A common stock issuable upon conversion of 1,203,568 shares of Class B common stock held by BV Select I; and (iv) 215,670 shares of Class A common stock and 119,034 shares of Class A common stock issuable upon conversion of 119,034 shares of Class B common stock held by BIP Select I. BP9 is the general partner of BV9 and the managing member of BIP9. BP Select I is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and BIP Select I. The BV Managing Members, as managing members of BP9, share voting and investment authority over the shares held by each of BV9 and BIP9. The BP Select Managing Members, as managing members of BP Select I GP, share voting and investment authority over the shares held by each of BV Select I and BIP Select I. |
| (3) | Calculation of the percentage of common stock beneficially owned is based on a total of 273,890,453 shares of Common Stock (151,605,805 shares of Class A Common Stock and 122,284,648 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 6, 2023. |
| (4) | Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 151,605,805 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 6, 2023 and (ii) Class A common stock issuable upon conversion of 12,063,304 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
10
| CUSIP No. 85208T107 |
| 1. |
Names of Reporting Persons Morad Elhafed |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 3. | SEC Use Only |
| 4. |
Ci tizenship or Place of Organization United States |
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power 80,952 |
| 6. |
Shared Voting Power 3,718,936 (2) | |
| 7. |
Sole Dispositive Power 80,952 | |
| 8. |
Shared Dispositive Power 3,718,936 (2) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 3,799,888 (2) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row (9) 1.4% of common stock (2.5% of Class A common stock) (3) (4) |
| 12. |
Type of Reporting Person (See Instructions) IN |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 2,180,664 shares of Class A common stock and 1,203,568 shares of Class A common stock issuable upon conversion of 1,203,568 shares of Class B common stock held by BV Select I; and (ii) 215,670 shares of Class A common stock and 119,034 shares of Class A common stock issuable upon conversion of 119,034 shares of Class B common stock held by BIP Select I. BP Select I is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and BIP Select I. The BP Select Managing Members, as managing members of BP Select I GP, share voting and investment authority over the shares held by each of BV Select I and BIP Select I. |
| (3) | Calculation of the percentage of common stock beneficially owned is based on a total of 273,890,453 shares of Common Stock (151,605,805 shares of Class A Common Stock and 122,284,648 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 6, 2023. |
| (4) | Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 151,605,805 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 6, 2023 and (ii) Class A common stock issuable upon conversion of 1,322,602 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
11
| CUSIP No. 85208T107 |
| 1. |
Names of Reporting Persons Jesse Feldman |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 3. | SEC Use Only |
| 4. |
Citizenship or Place of Organization United States |
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power 194,838 |
| 6. |
Shared Voting Power 26,513,469 (2) | |
| 7. |
Sole Dispositive Power 194,838 | |
| 8. |
Shared Dispositive Power 26,513,469 (2) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 26,708,307 (2) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row (9) 9.8% of common stock (16.3% of Class A common stock) (3) (4) |
| 12. |
Type of Reporting Person (See Instructions) IN |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 11,936,367 shares of Class A common stock and 10,634,367 shares of Class A common stock issuable upon conversion of 10,634,367 shares of Class B common stock held by BV9; (ii) 117,464 shares of Class A common stock and 106,335 shares of Class A common stock issuable upon conversion of 106,335 shares of Class B common stock held by BIP9; (iii) 2,180,664 shares of Class A common stock and 1,203,568 shares of Class A common stock issuable upon conversion of 1,203,568 shares of Class B common stock held by BV Select I; and (iv) 215,670 shares of Class A common stock and 119,034 shares of Class A common stock issuable upon conversion of 119,034 shares of Class B common stock held by BIP Select I. BP9 is the general partner of BV9 and the managing member of BIP9. BP Select I is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and BIP Select I. The BV Managing Members, as managing members of BP9, share voting and investment authority over the shares held by each of BV9 and BIP9. The BP Select Managing Members, as managing members of BP Select I GP, share voting and investment authority over the shares held by each of BV Select I and BIP Select I. |
| (3) | Calculation of the percentage of common stock beneficially owned is based on a total of 273,890,453 shares of Common Stock (151,605,805 shares of Class A Common Stock and 122,284,648 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 6, 2023. |
| (4) | Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 151,605,805 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 6, 2023 and (ii) Class A common stock issuable upon conversion of 12,063,304 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
12
| CUSIP No. 85208T107 |
| 1. |
Names of Reporting Persons Russell Fleischer |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 3. | SEC Use Only |
| 4. |
Citizenship or Place of Organization United States |
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power 0 |
| 6. |
Shared Voting Power 3,718,936 (2) | |
| 7. |
Sole Dispositive Power 0 | |
| 8. |
Shared Dispositive Power 3,718,936 (2) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 3,718,936 (2) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row (9) 1.4% of common stock (2.4% of Class A common stock) (3) (4) |
| 12. |
Type of Reporting Person (See Instructions) IN |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 2,180,664 shares of Class A common stock and 1,203,568 shares of Class A common stock issuable upon conversion of 1,203,568 shares of Class B common stock held by BV Select I; and (ii) 215,670 shares of Class A common stock and 119,034 shares of Class A common stock issuable upon conversion of 119,034 shares of Class B common stock held by BIP Select I. BP Select I is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and BIP Select I. The BP Select Managing Members, as managing members of BP Select I GP, share voting and investment authority over the shares held by each of BV Select I and BIP Select I. |
| (3) | Calculation of the percentage of common stock beneficially owned is based on a total of 273,890,453 shares of Common Stock (151,605,805 shares of Class A Common Stock and 122,284,648 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 6, 2023. |
| (4) | Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 151,605,805 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 6, 2023 and (ii) Class A common stock issuable upon conversion of 1,322,602 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
13
| CUSIP No. 85208T107 |
| 1. |
Names of Reporting Persons Roger H. Lee |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 3. | SEC Use Only |
| 4. |
Citizenship or Place of Organization United States |
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power 559,581 |
| 6. |
Shared Voting Power 26,513,469 (2) | |
| 7. |
Sole Dispositive Power 559,581 | |
| 8. |
Shared Dispositive Power 26,513,469 (2) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 27,073,050 (2) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row (9) 9.9% of common stock (16.5% of Class A common stock) (3) (4) |
| 12. |
Type of Reporting Person (See Instructions) IN |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 11,936,367 shares of Class A common stock and 10,634,367 shares of Class A common stock issuable upon conversion of 10,634,367 shares of Class B common stock held by BV9; (ii) 117,464 shares of Class A common stock and 106,335 shares of Class A common stock issuable upon conversion of 106,335 shares of Class B common stock held by BIP9; (iii) 2,180,664 shares of Class A common stock and 1,203,568 shares of Class A common stock issuable upon conversion of 1,203,568 shares of Class B common stock held by BV Select I; and (iv) 215,670 shares of Class A common stock and 119,034 shares of Class A common stock issuable upon conversion of 119,034 shares of Class B common stock held by BIP Select I. BP9 is the general partner of BV9 and the managing member of BIP9. BP Select I is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and BIP Select I. The BV Managing Members, as managing members of BP9, share voting and investment authority over the shares held by each of BV9 and BIP9. The BP Select Managing Members, as managing members of BP Select I GP, share voting and investment authority over the shares held by each of BV Select I and BIP Select I. |
| (3) | Calculation of the percentage of common stock beneficially owned is based on a total of 273,890,453 shares of Common Stock (151,605,805 shares of Class A Common Stock and 122,284,648 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 6, 2023. |
| (4) | Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 151,605,805 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 6, 2023 and (ii) Class A common stock issuable upon conversion of 12,063,304 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
14
| CUSIP No. 85208T107 |
| 1. |
Names of Reporting Persons Chelsea R. Stoner |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 3. | SEC Use Only |
| 4. |
Citizenship or Place of Organization United States |
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power 144,983 |
| 6. |
Shared Voting Power 3,718,936 (2) | |
| 7. |
Sole Dispositive Power 144,983 | |
| 8. |
Shared Dispositive Power 3,718,936 (2) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 3,863,919 (2) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row (9) 1.4% of common stock (2.5% of Class A common stock) (3) (4) |
| 12. |
Type of Reporting Person (See Instructions) IN |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 2,180,664 shares of Class A common stock and 1,203,568 shares of Class A common stock issuable upon conversion of 1,203,568 shares of Class B common stock held by BV Select I; and (ii) 215,670 shares of Class A common stock and 119,034 shares of Class A common stock issuable upon conversion of 119,034 shares of Class B common stock held by BIP Select I. BP Select I is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and BIP Select I. The BP Select Managing Members, as managing members of BP Select I GP, share voting and investment authority over the shares held by each of BV Select I and BIP Select I. |
| (3) | Calculation of the percentage of common stock beneficially owned is based on a total of 273,890,453 shares of Common Stock (151,605,805 shares of Class A Common Stock and 122,284,648 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 6, 2023. |
| (4) | Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 151,605,805 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 6, 2023 and (ii) Class A common stock issuable upon conversion of 1,322,602 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
15
| CUSIP No. 85208T107 |
| 1. |
Names of Reporting Persons R. David Tabors |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 3. | SEC Use Only |
| 4. |
Citizenship or Place of Organization United States |
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power 88,593 |
| 6. |
Shared Voting Power 22,794,533 (2) | |
| 7. |
Sole Dispositive Power 88,593 | |
| 8. |
Shared Dispositive Power 22,794,533 (2) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 22,883,126 (2) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row (9) 8.4% of common stock (14.1% of Class A common stock) (3) (4) |
| 12. |
Type of Reporting Person (See Instructions) IN |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 11,936,367 shares of Class A common stock and 10,634,367 shares of Class A common stock issuable upon conversion of 10,634,367 shares of Class B common stock held by BV9; and (ii) 117,464 shares of Class A common stock and 106,335 shares of Class A common stock issuable upon conversion of 106,335 shares of Class B common stock held by BIP9. BP9 is the general partner of BV9 and the managing member of BIP9. The BV Managing Members, as managing members of BP9, share voting and investment authority over the shares held by each of BV9 and BIP9. |
| (3) | Calculation of the percentage of common stock beneficially owned is based on a total of 273,890,453 shares of Common Stock (151,605,805 shares of Class A Common Stock and 122,284,648 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 6, 2023. |
| (4) | Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 151,605,805 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 6, 2023 and (ii) Class A common stock issuable upon conversion of 10,740,702 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
16
| CUSIP No. 85208T107 |
| 1. |
Names of Reporting Persons Dharmesh Thakker |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 3. | SEC Use Only |
| 4. |
Citizenship or Place of Organization United States |
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power 0 |
| 6. |
Shared Voting Power 3,718,936 (2) | |
| 7. |
Sole Dispositive Power 0 | |
| 8. |
Shared Dispositive Power 3,718,936 (2) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 3,718,936 (2) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row (9) 1.4% of common stock (2.4% of Class A common stock) (3) (4) |
| 12. |
Type of Reporting Person (See Instructions) IN |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 2,180,664 shares of Class A common stock and 1,203,568 shares of Class A common stock issuable upon conversion of 1,203,568 shares of Class B common stock held by BV Select I; and (ii) 215,670 shares of Class A common stock and 119,034 shares of Class A common stock issuable upon conversion of 119,034 shares of Class B common stock held by BIP Select I. BP Select I is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and BIP Select I. The BP Select Managing Members, as managing members of BP Select I GP, share voting and investment authority over the shares held by each of BV Select I and BIP Select I. |
| (3) | Calculation of the percentage of common stock beneficially owned is based on a total of 273,890,453 shares of Common Stock (151,605,805 shares of Class A Common Stock and 122,284,648 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 6, 2023. |
| (4) | Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 151,605,805 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 6, 2023 and (ii) Class A common stock issuable upon conversion of 1,322,602 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
17
| CUSIP No. 85208T107 |
| 1. |
Names of Reporting Persons Scott R. Tobin |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x (1) |
| 3. | SEC Use Only |
| 4. |
Citizenship or Place of Organization United States |
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power 539,284 |
| 6. |
Shared Voting Power 26,513,469 (2) | |
| 7. |
Sole Dispositive Power 539,284 | |
| 8. |
Shared Dispositive Power 26,513,469 (2) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 27,052,753 (2) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. |
Percent of Class Represented by Amount in Row (9) 9.9% of common stock (16.5% of Class A common stock) (3) (4) |
| 12. |
Type of Reporting Person (See Instructions) IN |
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 11,936,367 shares of Class A common stock and 10,634,367 shares of Class A common stock issuable upon conversion of 10,634,367 shares of Class B common stock held by BV9; (ii) 117,464 shares of Class A common stock and 106,335 shares of Class A common stock issuable upon conversion of 106,335 shares of Class B common stock held by BIP9; (iii) 2,180,664 shares of Class A common stock and 1,203,568 shares of Class A common stock issuable upon conversion of 1,203,568 shares of Class B common stock held by BV Select I; and (iv) 215,670 shares of Class A common stock and 119,034 shares of Class A common stock issuable upon conversion of 119,034 shares of Class B common stock held by BIP Select I. BP9 is the general partner of BV9 and the managing member of BIP9. BP Select I is the general partner of BV Select I. BP Select I GP is the general partner of BP Select I and BIP Select I. The BV Managing Members, as managing members of BP9, share voting and investment authority over the shares held by each of BV9 and BIP9. The BP Select Managing Members, as managing members of BP Select I GP, share voting and investment authority over the shares held by each of BV Select I and BIP Select I. |
| (3) | Calculation of the percentage of common stock beneficially owned is based on a total of 273,890,453 shares of Common Stock (151,605,805 shares of Class A Common Stock and 122,284,648 shares of Class B Common Stock) outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 6, 2023. |
| (4) | Calculation of the percentage of Class A common stock beneficially owned is based on the sum of (i) 151,605,805 shares of Class A Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 6, 2023 and (ii) Class A common stock issuable upon conversion of 12,063,304 shares of Class B common stock beneficially owned by the Reporting Person, which are treated as converted into Class A common stock only for the purpose of computing the Class A common stock beneficial ownership percentage of the Reporting Person. |
18
| Item 1. | ||
| (a) |
Name of Issuer Sprinklr, Inc. | |
| (b) |
Address of Issuer’s Principal Executive Offices 29 West 35th Street, 7th floor | |
| Item 2. | ||
| (a) |
Name of Person Filing Battery Ventures IX, L.P. (“BV9”) Battery Investment Partners XI, LLC (“BIP9”) Battery Partners IX, LLC (“BP9”) Battery Ventures Select Fund I, L.P. (“BV Select I”) Battery Partners Select Fund I, L.P. (“BP Select I”) Battery Investment Partners Select Fund I, L.P. (“BIP Select I”) Battery Partners Select Fund I GP, LLC (“BP Select I GP”) Neeraj Agrawal (“Agrawal”) Michael Brown (“Brown”) Morad Elhafed (“Elhafed”) Jesse Feldman (“Feldman”) Russell Fleischer (“Fleischer”) Roger H. Lee (“Lee”) Chelsea Stoner (“Stoner”) R. David Tabors (“Tabors” Dharmesh Thakker (“Thakker”) Scott R. Tobin (“Tobin”) | |
| (b) |
Address of Principal Business Office or, if none, Residence Battery Ventures One Marina Park Drive Suite 1100 Boston, MA 02210 | |
| (c) |
Citizenship |
| Entities: | BV9 | - | Delaware | |
| BIP9 | - | Delaware | ||
| BP9 | - | Delaware | ||
| BV Select I | - | Delaware | ||
| BP Select I | - | Delaware | ||
| BIP Select I | - | Delaware | ||
| BP Select I GP | - | Delaware |
| Individuals: | Agrawal | - | United States | |
| Brown | - | United States | ||
| Elhafed | - | United States | ||
| Feldman | - | United States | ||
| Fleischer | - | United States | ||
| Lee | - | United States | ||
| Stoner | - | United States | ||
| Tabors | - | United States | ||
| Thakker | - | United States | ||
| Tobin | - | United States | ||
| (d) |
Title of Class of Securities Class A Common Stock, $0.00003 par value per share | |
| (e) |
CUSIP Number 85208T107 |
19
| 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: | ||
| Not applicable | |||
| Item 4. | Ownership | ||
| The following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 is provided as of December 31, 2023: | |||
| (a) |
Amount beneficially owned: See Row 9 of cover page for each Reporting Person | ||
| (b) |
Percent of class: See Row 11 of cover page for each Reporting Person | ||
| (c) | Number of shares as to which the person has: | ||
| (i) |
Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person. | ||
| (ii) |
Shared power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person. | ||
| (iii) |
Sole power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person. | ||
| (iv) |
Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person. | ||
| Item 5. | Ownership of Five Percent or Less of a Class | ||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨ | |||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person | ||
| Not applicable | |||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person | ||
| Not applicable | |||
| Item 8. | Identification and Classification of Members of the Group | ||
| Not applicable | |||
| Item 9. | Notice of Dissolution of Group | ||
| Not applicable | |||
| Item 10. | Certification | ||
| Not applicable | |||
20
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2024
| BATTERY VENTURES IX, L.P. | BATTERY VENTURES SELECT FUND I, L.P. | |||
| By: | /s/ Christopher Schiavo | By: | /s/ Christopher Schiavo | |
| Name: | Christopher Schiavo | Name: | Christopher Schiavo | |
| Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |
| BATTERY INVESTMENT PARTNERS XI, LLC | BATTERY PARTNERS SELECT FUND I, L.P. | |||
| By: | /s/ Christopher Schiavo | By: | /s/ Christopher Schiavo | |
| Name: | Christopher Schiavo | Name: | Christopher Schiavo | |
| Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |
| BATTERY PARTNERS XI, LLC | BATTERY INVESTMENT PARTNERS SELECT FUND I, L.P. | |||
| By: | /s/ Christopher Schiavo | By: | /s/ Christopher Schiavo | |
| Name: | Christopher Schiavo | Name: | Christopher Schiavo | |
| Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |
| NEERAJ AGRAWAL | BATTERY PARTNERS SELECT FUND I GP, LLC | |||
| By: | /s/ Christopher Schiavo | By: | /s/ Christopher Schiavo | |
| Name: | Christopher Schiavo | Name: | Christopher Schiavo | |
| Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |
| MICHAEL BROWN | CHELSEA R. STONER | |||
| By: | /s/ Christopher Schiavo | By: | /s/ Christopher Schiavo | |
| Name: | Christopher Schiavo | Name: | Christopher Schiavo | |
| Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |
| MORAD ELHAFED | R. DAVID TABORS | |||
| By: | /s/ Christopher Schiavo | By: | /s/ Christopher Schiavo | |
| Name: | Christopher Schiavo | Name: | Christopher Schiavo | |
| Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |
| JESSE FELDMAN | DHARMESH THAKKER | |||
| By: | /s/ Christopher Schiavo | By: | /s/ Christopher Schiavo | |
| Name: | Christopher Schiavo | Name: | Christopher Schiavo | |
| Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |
| RUSSELL FLEISCHER | SCOTT R. TOBIN | |||
| By: | /s/ Christopher Schiavo | By: | /s/ Christopher Schiavo | |
| Name: | Christopher Schiavo | Name: | Christopher Schiavo | |
| Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |
| ROGER H. LEE | |||
| By: | /s/ Christopher Schiavo | ||
| Name: | Christopher Schiavo | ||
| Title: | Attorney-in-Fact | ||
| ATTENTION | ||
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | ||
21
Exhibit(s):
| A | Joint Filing Agreement |
22
JOINT FILING AGREEMENT
We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Class A Common Stock of Sprinklr, Inc. is filed on behalf of each of us.
Dated: February 14, 2024
| BATTERY VENTURES IX, L.P. | BATTERY VENTURES SELECT FUND I, L.P. | |||
| By: | /s/ Christopher Schiavo | By: | /s/ Christopher Schiavo | |
| Name: | Christopher Schiavo | Name: | Christopher Schiavo | |
| Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |
| BATTERY INVESTMENT PARTNERS XI, LLC | BATTERY PARTNERS SELECT FUND I, L.P. | |||
| By: | /s/ Christopher Schiavo | By: | /s/ Christopher Schiavo | |
| Name: | Christopher Schiavo | Name: | Christopher Schiavo | |
| Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |
| BATTERY PARTNERS XI, LLC | BATTERY INVESTMENT PARTNERS SELECT FUND I, L.P. | |||
| By: | /s/ Christopher Schiavo | By: | /s/ Christopher Schiavo | |
| Name: | Christopher Schiavo | Name: | Christopher Schiavo | |
| Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |
| NEERAJ AGRAWAL | BATTERY PARTNERS SELECT FUND I GP, LLC | |||
| By: | /s/ Christopher Schiavo | By: | /s/ Christopher Schiavo | |
| Name: | Christopher Schiavo | Name: | Christopher Schiavo | |
| Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |
| MICHAEL BROWN | CHELSEA R. STONER | |||
| By: | /s/ Christopher Schiavo | By: | /s/ Christopher Schiavo | |
| Name: | Christopher Schiavo | Name: | Christopher Schiavo | |
| Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |
| MORAD ELHAFED | R. DAVID TABORS | |||
| By: | /s/ Christopher Schiavo | By: | /s/ Christopher Schiavo | |
| Name: | Christopher Schiavo | Name: | Christopher Schiavo | |
| Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |
| JESSE FELDMAN | DHARMESH THAKKER | |||
| By: | /s/ Christopher Schiavo | By: | /s/ Christopher Schiavo | |
| Name: | Christopher Schiavo | Name: | Christopher Schiavo | |
| Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |
| RUSSELL FLEISCHER | SCOTT R. TOBIN | |||
| By: | /s/ Christopher Schiavo | By: | /s/ Christopher Schiavo | |
| Name: | Christopher Schiavo | Name: | Christopher Schiavo | |
| Title: | Attorney-in-Fact | Title: | Attorney-in-Fact | |
| ROGER H. LEE | |||
| By: | /s/ Christopher Schiavo | ||
| Name: | Christopher Schiavo | ||
| Title: | Attorney-in-Fact | ||