Sec Form 13G Filing - Thomas Ragy filing for Sprinklr Inc. (CXM) - 2023-02-10

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.

  Name of Reporting Persons

  Ragy Thomas

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  Citizenship or Place of Organization

  United States

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  35,379,222¹

  Shared Voting Power

  24,212,674²

  Sole Dispositive Power

  35,379,222¹

  Shared Dispositive Power

  24,212,674²

  Aggregate Amount Beneficially Owned by Each Reporting Person

  59,591,896³

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  33.8% of Class A common stock (22.2% of combined common stock)⁴

  Type of Reporting Person (See Instructions)

  IN

Consists of: (i) 47,191 shares of the Issuer’s Class A Common Stock, (ii) 27,691,885 shares of the Issuer’s Class B Common Stock, (iii) 7,637,146 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 December 31, 2022 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 December 31, 2022.

Consists of: (i) 8,129,863 shares of the Issuer’s Class B Common Stock held by Thomas 2014 Family Trust (the “2014 Trust”), (ii) 13,106,677 shares of the Issuer’s Class B Common Stock held by Thomas Family 2017 Irrevocable Trust (the “2017 Trust”), (iii) 2,791,081 shares of the Issuer’s Class B Common Stock held by RT 2019 Grantor Retained Annuity Trust (the “2019 Trust”), (iv) 185,053 shares of the Issuer’s Class B Common Stock held by Neelu Paul, Trustee of the RT 2021 Grantor Retained Annuity Trust, dated June 8, 2021 (the “2021 Trust”, and together with the 2014 Trust, 2017 Trust, 2019 Trust and 2021 Trust, the “Trusts”). Ragy Thomas (“Mr. Thomas”) is a trustee of each of the Trusts and holds shared voting and dispositive power of the securities reported herein.

Consists of: (i) 47,191 shares of the Issuer’s Class A Common Stock, (ii) 27,691,885 shares of the Issuer’s Class B Common Stock, (iii) 8,129,863 shares of the Issuer’s Class B Common Stock held by Thomas 2014 Family Trust (the “2014 Trust”), (iv) 13,106,677 shares of the Issuer’s Class B Common Stock held by Thomas Family 2017 Irrevocable Trust (the “2017 Trust”), (v) 2,791,081 shares of the Issuer’s Class B Common Stock held by RT 2019 Grantor Retained Annuity Trust (the “2019 Trust”), (vi) 185,053 shares of the Issuer’s Class B Common Stock held by Neelu Paul, Trustee of the RT 2021 Grantor Retained Annuity Trust, dated June 8, 2021 (the “2021 Trust”, and together with the 2014 Trust, 2017 Trust, 2019 Trust and 2021 Trust, the “Trusts”), (vii) 7,637,146 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 December 31, 2022 and (viii) 3,000 shares of the Issuer’s Class B Common Stock issuable upon the vesting of restricted stock units within 60 days of December 31, 2022. Mr. Thomas is a trustee of each of the Trusts and holds shared voting and dispositive power of the securities reported herein.

This percentage is calculated based upon 116,694,347 outstanding shares of the Issuer’s Class A Common Stock and 144,338,771 outstanding shares of the Issuer’s Class B Common Stock as of November 30, 2022, as reported in the Issuer’s Form 10-Q for the quarter ending October 31, 2022 and filed with the Securities and Exchange Commission on December 6, 2022.

  Name of Reporting Persons

  Thomas 2014 Family Trust

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  Citizenship or Place of Organization

  New Jersey

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  8,129,863¹

  Sole Dispositive Power

  0

  Shared Dispositive Power

  8,129,863¹

  Aggregate Amount Beneficially Owned by Ea ch Reporting Person

  8,129,863¹

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  6.5% of Class A common stock (3.1% of combined common stock)²

  Type of Reporting Person (See Instructions)

  OO

Mr. Thomas is a trustee of the 2014 Trust and shares voting and dispositive power of the securities reported herein.

This percentage is calculated based upon 116,694,347 outstanding shares of the Issuer’s Class A Common Stock and 144,338,771 outstanding shares of the Issuer’s Class B Common Stock as of November 30, 2022, as reported in the Issuer’s Form 10-Q for the quarter ending October 31, 2022 and filed with the Securities and Exchange Commission on December 6, 2022.

  Name of Reporting Persons

  Thomas Family 2017 Irrevocable Trust

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  Citizenship or Place of Organization

  Nevada

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  13,106,677¹

  Sole Dispositive Power

  0

  Shared Dispositive Power

  13,106,677¹

  Aggregate Amount Beneficially Owned by Each Reporting Person

  13,106,677¹

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  10.1% of Class A common stock (5.0% of combined common stock)²

  Type of Reporting Person (See Instructions)

  OO

Mr. Thomas is a trustee of the 2017 Trust and shares voting and dispositive power of the securities reported herein.

This percentage is calculated based upon 116,694,347 outstanding shares of the Issuer’s Class A Common Stock and 144,338,771 outstanding shares of the Issuer’s Class B Common Stock as of November 30, 2022, as reported in the Issuer’s Form 10-Q for the quarter ending October 31, 2022 and filed with the Securities and Exchange Commission on December 6, 2022.

  Name of Reporting Persons

  RT 2019 Grantor Retained Annuity Trust

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  Citizenship or Place of Organization

  New Jersey

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  2,791,081¹

  Sole Dispositive Power

  0

  Shared Dispositive Power

  2,791,081¹

  Aggregate Amount Beneficially Owned by Each Reporting Person

  2,791,081¹

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  2.3% of Class A common stock (1.1% of combined common stock)²

  Type of Reporting Person (See Instructions)

  OO

Mr. Thomas is a trustee of the 2019 Trust and shares voting and dispositive power of the securities reported herein.

This percentage is calculated based upon 116,694,347 outstanding shares of the Issuer’s Class A Common Stock and 144,338,771 outstanding shares of the Issuer’s Class B Common Stock as of November 30, 2022, as reported in the Issuer’s Form 10-Q for the quarter ending October 31, 2022 and filed with the Securities and Exchange Commission on December 6, 2022.

  Name of Reporting Persons

  Neelu Paul, Trustee of the RT 2021 Grantor Retained Annuity Trust, dated June 8, 2021

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  Citizenship or Place of Organization

  New Jersey

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  0

  Shared Voting Power

  185,053¹

  Sole Dispositive Power

  0

  Shared Dispositive Power

  185,053¹

  Aggregate Amount Beneficially Owned by Each Reporting Person

  185,053¹

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  0.2% of Class A common stock (0.1% of combined common stock)²

  Type of Reporting Person (See Instructions)

  OO

Mr. Thomas is a trustee of the 2021 Trust and shares voting and dispositive power of the securities reported herein.

This percentage is calculated based upon 116,694,347 outstanding shares of the Issuer’s Class A Common Stock and 144,338,771 outstanding shares of the Issuer’s Class B Common Stock as of November 30, 2022, as reported in the Issuer’s Form 10-Q for the quarter ending October 31, 2022 and filed with the Securities and Exchange Commission on December 6, 2022.

Name of Issuer

Address of Issuer’s Principal Executive Offices

Name of Person Filing

Address of Principal Business Office or, if none, Residence

Citizenship

Title of Class of Securities

CUSIP Number

Ownership

Amount beneficially owned: See responses to Item 9 on the attached cover pages.

Percent of class: See responses to Item 11 on the attached cover pages.

Number of shares as to which the person has:

Sole power to vote or to direct the vote: See responses to Item 5 on the attached cover pages.

Shared power to vote or to direct the vote: See responses to Item 6 on the attached cover pages.

Sole power to dispose or to direct the disposition of: See responses to Item 7 on the attached cover pages.

Shared power to dispose or to direct the disposition of: See responses to Item 8 on the attached cover pages.

Ownership of Five Percent or Less of a Class

Ownership of More than Five Percent of Another Person

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company

Identification and Classification of Members of the Group

Notice of Dissolution of Group

Certification

Joint Filing Agreement (Incorporated by reference to Exhibit A to the Schedule 13G, filed with the Securities and Exchange Commission on February 14, 2022)