Sec Form 3 Filing - Lee Roger H @ Sprinklr, Inc.

Insider filing report for Changes in Beneficial Ownership

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FORM 3

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person

Lee Roger H

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

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

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

(Last)

(First)

(Middle)

C/O BATTERY VENTURES, ONE MARINA PARK DRIVE, SUITE 1100

3. Date of Earliest Transaction (MM/DD/YY)
06/22/2021

(Street)

BOSTON, MA02210

4. If Amendment, Date Original Filed (MM/DD/YY)

6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

**Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned**
1.Title of Security (Instr. 3)	2. Transaction Date (MM/DD/YY)	2A. Deemed Execution Date, if any (MM/DD/YY)	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 (MM/DD/YY)	2A. Deemed Execution Date, if any (MM/DD/YY)	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								29,703 ^{( 1 )}	I	By Battery Ventures IX, L.P. ^{( 2 )}
Common Stock								297 ^{( 1 )}	I	By Battery Investment Partners IX, LLC ^{( 3 )}
Common Stock								862,093 ^{( 1 )}	I	By Battery Ventures Select Fund I, L.P ^{( 4 )}
Common Stock								85,262 ^{( 1 )}	I	By Battery Investment Partners Select Fund I, L.P. ^{( 5 )}

< td rowspan="2" style="width: 6%; vertical-align: top;"> 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

**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 (MM/DD/YY)	3A. Deemed Execution Date, if any (MM/DD/YY)	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 (MM/DD/YY)		7. Title and Amount of Underlying Securities (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (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 (MM/DD/YY)	3A. Deemed Execution Date, if any (MM/DD/YY)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	^{( 6 )}							^{( 6 )}	^{( 6 )}	Common Stock	19,846,041 ^{( 1 )} ^{( 6 )}			I	By Battery Ventures IX, L.P. ^{( 2 )}
Series A Preferred Stock	^{( 6 )}							^{( 6 )}	^{( 6 )}	Common Stock	198,440 ^{( 1 )} ^{( 6 )}			I	By Battery Investment Partners IX, LLC ^{( 3 )}
Series B Preferred Stock	^{( 6 )}							^{( 6 )}	^{( 6 )}	Common Stock	14,321,250 ^{( 1 )} ^{( 6 )}			I	By Battery Ventures IX, L.P. ^{( 2 )}
Series B Preferred Stock	^{( 6 )}							^{( 6 )}	^{( 6 )}	Common Stock	143,199 ^{( 1 )} ^{( 6 )}			I	By Battery Investment Partners IX, LLC ^{( 3 )}
Series C Preferred Stock	^{( 6 )}							^{( 6 )}	^{( 6 )}	Common Stock	6,473,307 ^{( 1 )} ^{( 6 )}			I	By Battery Ventures IX, L.P. ^{( 2 )}
Series C Preferred Stock	^{( 6 )}							^{( 6 )}	^{( 6 )}	Common Stock	64,728 ^{( 1 )} ^{( 6 )}			I	By Battery Investment Partners IX, LLC ^{( 3 )}
Series D Preferred Stock	^{( 6 )}							^{( 6 )}	^{( 6 )}	Common Stock	287,166 ^{( 1 )} ^{( 6 )}			I	By Battery Ventures IX, L.P. ^{( 2 )}
Series D Preferred Stock	^{( 6 )}							^{( 6 )}	^{( 6 )}	Common Stock	2,871 ^{( 1 )} ^{( 6 )}			I	By Battery Investment Partners IX, LLC ^{( 3 )}
Series D-2 Preferred Stock	^{( 6 )}							^{( 6 )}	^{( 6 )}	Common Stock	91,707 ^{( 1 )} ^{( 6 )}			I	By Battery Ventures IX, L.P. ^{( 2 )}
Series D-2 Preferred Stock	^{( 6 )}							^{( 6 )}	^{( 6 )}	Common Stock	918 ^{( 1 )} ^{( 6 )}			I	By Battery Investment Partners IX, LLC ^{( 3 )}
Series E-1 Preferred Stock	^{( 6 )}							^{( 6 )}	^{( 6 )}	Common Stock	14,289 ^{( 1 )} ^{( 6 )}			I	By Battery Ventures IX, L.P. ^{( 2 )}
Series E-1 Preferred Stock	^{( 6 )}							^{( 6 )}	^{( 6 )}	Common Stock	144 ^{( 1 )} ^{( 6 )}			I	By Battery Investment Partners IX, LLC ^{( 3 )}
Series E-1 Preferred Stock	^{( 6 )}							^{( 6 )}	^{( 6 )}	Common Stock	78,340 ^{( 1 )} ^{( 6 )}			I	By Battery Ventures Select Fund I, L.P ^{( 4 )}
Series E-1 Preferred Stock	^{( 6 )}							^{( 6 )}	^{( 6 )}	Common Stock	7,748 ^{( 1 )} ^{( 6 )}			I	By Battery Investment Partners Select Fund I, L.P. ^{( 5 )}
Series E-2 Preferred Stock	^{( 6 )}							^{( 6 )}	^{( 6 )}	Common Stock	1,773 ^{( 1 )} ^{( 6 )}			I	By Battery Ventures IX, L.P. ^{( 2 )}
Series E-2 Preferred Stock	^{( 6 )}							^{( 6 )}	^{( 6 )}	Common Stock	18 ^{( 1 )} ^{( 6 )}			I	By Battery Investment Partners IX, LLC ^{( 3 )}
Series E-2 Preferred Stock	^{( 6 )}							^{( 6 )}	^{( 6 )}	Common Stock	30,499 ^{( 1 )} ^{( 6 )}			I	By Battery Ventures Select Fund I, L.P ^{( 4 )}
Series E-2 Preferred Stock	^{( 6 )}							^{( 6 )}	^{( 6 )}	Common Stock	3,016 ^{( 1 )} ^{( 6 )}			I	By Battery Investment Partners Select Fund I, L.P. ^{( 5 )}
Series F Preferred Stock	^{( 6 )}							^{( 6 )}	^{( 6 )}	Common Stock	5,498 ^{( 1 )} ^{( 6 )}			I	By Battery Ventures IX, L.P. ^{( 2 )}
Series F Preferred Stock	^{( 6 )}							^{( 6 )}	^{( 6 )}	Common Stock	55 ^{( 1 )} ^{( 6 )}			I	By Battery Investment Partners IX, LLC ^{( 3 )}
Series F Preferred Stock	^{( 6 )}							^{( 6 )}	^{( 6 )}	Common Stock	1,436,205 ^{( 1 )} ^{( 6 )}			I	By Battery Ventures Select Fund I, L.P ^{( 4 )}
Series F Preferred Stock	^{( 6 )}							^{( 6 )}	^{( 6 )}	Common Stock	142,042 ^{( 1 )} ^{( 6 )}			I	By Battery Investment Partners Select Fund I, L.P. ^{( 5 )}

**Reporting Owners**
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Lee Roger H C/O BATTERY VENTURES ONE MARINA PARK DRIVE, SUITE 1100 BOSTON, MA02210		X
BROWN MICHAEL MAURICE C/O BATTERY VENTURES ONE MARINA PARK DRIVE, SUITE 1100 BOSTON, MA02210		X
Feldman Jesse C/O BATTERY VENTURES ONE MARINA PARK DRIVE, SUITE 1100 BOSTON, MA02210		X
FLEISCHER RUSSELL L C/O BATTERY VENTURES ONE MARINA PARK DRIVE, SUITE 1100 BOSTON, MA02210		X
Stoner Chelsea R. C/O BATTERY VENTURES ONE MARINA PARK DRIVE, SUITE 1100 BOSTON, MA02210		X

**Signatures**
/s/ Roger H. Lee		06/22/2021
Signature of Reporting Person		Date
/s/ Michael M. Brown		06/22/2021
Signature of Reporting Person		Date
/s/ Jesse Feldman		06/22/2021
Signature of Reporting Person		Date
/s/ Russell L. Fleischer		06/22/2021
Signature of Reporting Person		Date
/s/ Chelsea R. Stoner		06/22/2021
Signature of Reporting Person		Date

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'sinitial public offering of Class A Common Stock.
( 2 )The reported securities are owned directly by Battery Ventures IX, L.P. ("BV IX"). The sole general partner of BV IX is Battery Partners IX, LLC ("BP IX"). BP IX's investment adviser is Battery Management Corp. Neeraj Agrawal, Michael Brown, Jesse Feldman, Roger Lee, R. David Tabors and Scott Tobin are the managing members of BP IX and may be deemed to share voting and dispositive power over the securities held by BV IX. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his, her or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose.
( 3 )The reported securities are owned directly by Battery Investment Partners IX, LLC ("BIP IX"). The sole managing member of BIP IX is BP IX. BP IX's investment adviser is Battery Management Corp. Neeraj Agrawal, Michael Brown, Jesse Feldman, Roger Lee, R. David Tabors and Scott Tobin are the managing members of BP IX and may be deemed to share voting and dispositive power over the securities held by BIP IX. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his, her or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose.
( 4 )The reported securities are owned directly by Battery Ventures Select Fund I, L.P. ("BV Sel I"). The sole general partner of BV Sel I is Battery Partners Select Fund I, L.P. ("BP Sel I"). The general partner of BP Sel I is Battery Partners Select Fund I GP, LLC ("BP Sel I GP"). BP Sel I GP's investment adviser is Battery Management Corp. Neeraj Agrawal, Michael Brown, Morad Elhafed, Jesse Feldman, Russell Fleischer, Roger Lee, Itzik Parnafes, Chelsea Stoner, Dharmesh Thakker, R. David Tabors and Scott Tobin are the managing members of BP Sel I GP and may be deemed to share voting and dispositive power over the securities held by BV Sel I. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his, her or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose.
( 5 )The reported securities are owned directly by Battery Investment Partners Select Fund I, L.P. ("BIP Sel I"). The sole general partner of BIP Sel I is BP Sel I GP. BP Sel I GP's investment adviser is Battery Management Corp. Neeraj Agrawal, Michael Brown, Morad Elhafed, Jesse Feldman, Russell Fleischer, Roger Lee, Itzik Parnafes, Chelsea Stoner, Dharmesh Thakker, R. David Tabors and Scott Tobin are the managing members and officers of BP Sel I GP and may be deemed to share voting and dispositive power over the securities held by BIP Sel I. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his, her or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose.
( 6 )Each share of Series A Preferred Stock, Series B Preferred Stock, Series C 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.

Remarks:
1 of 2: The number of joint filers exceeds the EDGAR maximum of 10 joint filers per Form. This Form 3 is being filed in conjunction with a Form 3 being filed by Battery Ventures IX, L.P. and other filing persons.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Sec Form 3 Filing - Lee Roger H @ Sprinklr, Inc. - 2021-06-22