Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
*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. (“BV9”)
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
¨
|
|
|
(b)
|
x
|
|
|
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
39,997,003 shares, except that Battery Partners IX, LLC (“BP9”), the general partner of BV9 and managing member of BIP9,
and its investment advisor Battery Management Corp. (“BMC,” and together with BP9, the “Battery IX Companies”)
may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown
(“Brown”), Jesse Feldman (“Feldman”), Roger H. Lee (“Lee”), R. David Tabors (“Tabors”),
and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery IX Companies, may be deemed
to have shared power to direct the voting of these shares. 1
|
|
6.
|
Shared Voting Power
See response to row 5.
|
|
7.
|
Sole Dispositive Power
39,997,003 shares, except that the Battery IX Companies may be deemed to have sole power to direct the disposition of these
shares; each of Agrawal, Brown, Feldman, Lee, Tabors and Tobin, each of whom is a managing member or officer of the Battery IX Companies,
may be deemed to have shared power to direct the disposition of these shares. 1
|
|
8.
|
Shared Dispositive Power
See response to row 7.
|
|
|
9.
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
39,997,003 shares 1
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) x 1
|
|
|
11.
|
Percent of Class Represented by Amount in Row
(9)
33.5%
|
|
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
1 This amount includes 19,461,636 shares of Class A common stock
issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common
stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31,
2021 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily
convert their shares of Class B common stock to Class A common stock.
CUSIP No. 85208T107
|
|
|
1.
|
Names of Reporting Persons
Battery Investment Partners IX, LLC (“BIP9”)
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
¨
|
|
|
(b)
|
x
|
|
|
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
410,670 shares, except that the Battery IX Companies may be deemed to have sole power to direct the voting of these shares; Agrawal,
Brown, Feldman, Lee, Tabors and Tobin, each of whom is a managing member or officer of the Battery IX Companies, may be deemed to
have shared power to direct the voting of these shares. 2
|
|
6.
|
Shared Voting Power
See response to row 5.
|
|
7.
|
Sole Dispositive Power
410,670 shares, except that the Battery IX Companies may be deemed to have sole power to direct the disposition of these shares;
Agrawal, Brown, Feldman, Lee, Tabors and Tobin, each of whom is a managing member or officer of the Battery IX Companies, may be
deemed to have shared power to direct the disposition of these shares. 2
|
|
8.
|
Shared Dispositive Power
See response to row 7.
|
|
|
9.
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
410,670 shares 2
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) o
|
|
|
11.
|
Percent of Class Represented by Amount in Row
(9)
0.3%
|
|
|
12.
|
Type of Reporting Person (See Instructions)
OO
|
2 This amount includes 205,335 shares of Class A
common stock issuable upon the voluntary conversion of Class B common stock.
CUSIP
No. 85208T107
|
|
|
1.
|
Names
of Reporting Persons
Battery Partners IX, LLC (“BP9”)
|
|
|
2.
|
Check the
Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
¨
|
|
|
(b)
|
x
|
|
|
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
40,407,673 shares, of which 39,997,003 shares are directly owned by BV9 and 410,670 shares are directly owned by BIP9, except that
Agrawal, Brown, Feldman, Lee, Tabors and Tobin, each of whom is a managing member or officer of the Battery IX Companies, may be
deemed to have shared power to direct the voting of these shares. 3
|
|
6.
|
Shared
Voting Power
See response to row 5.
|
|
7.
|
Sole
Dispositive Power
40,407,673 shares, of which 39,997,003 shares are directly owned by BV9 and 410,670 shares are directly owned by BIP9, except
that Agrawal, Brown, Feldman, Lee, Tabors and Tobin, each of whom is a managing member or officer of the Battery IX Companies, may
be deemed to have shared power to direct the disposition of these shares. 3
|
|
8.
|
Shared
Dispositive Power
See response to row 7.
|
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
40,407,673 shares 3
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x 3
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
33.9%
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
OO
|
3 This amount includes 19,666,971 shares of Class A common stock
issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common
stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31,
2021 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily
convert their shares of Class B common stock to Class A common stock.
CUSIP No. 85208T107
|
|
|
1.
|
Names of Reporting Persons
Battery Ventures Select Fund I, L.P. (“BV Select”)
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
¨
|
|
|
(b)
|
x
|
|
|
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
3,384,232 shares, except that Battery Partners Select Fund I, L.P. (“BP Select LP”), the general partner of BV Select,
Battery Partners Select Fund I GP, LLC (“BP Select LLC”), the general partner of BP Select LP and BIP Select, and its
investment advisor Battery Management Corp. (“BMC,” and together with BP Select LLC, the “Battery Select Companies”)
may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown
(“Brown”), Morad Elhafed (“Elhafed”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”),
Roger H. Lee (“Lee”), Chelsea Stoner (“Stoner”), Dharmesh Thakker (“Thakker”), and Scott R. Tobin
(“Tobin”), each of whom is a managing member or officer of the Battery Select Companies, may be deemed to have shared
power to direct the voting of these shares. 4
|
|
6.
|
Shared Voting Power
See response to row 5.
|
|
7.
|
Sole Dispositive Power
3,384,232 shares, except that the Battery Select Companies may be deemed to have sole power to direct the disposition of these
shares; Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer
of the Battery Select Companies, may be deemed to have shared power to direct the disposition of these shares. 4
|
|
8.
|
Shared Dispositive Power
See response to row 7.
|
|
|
9.
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
3,384,232 shares 4
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) o
|
|
|
11.
|
Percent of Class Represented by Amount in Row
(9)
2.8%
|
|
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
4 This amount includes 1,203,568 shares of Class A common stock
issuable upon the voluntary conversion of Class B common stock.
CUSIP No. 85208T107
|
|
|
1.
|
Names of Reporting Persons
Battery Partners Select Fund I, L.P. (“BP Select LP”)
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
¨
|
|
|
(b)
|
x
|
|
|
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
3,384,232 shares, of which 3,384,232 shares are directly owned by BV Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer,
Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of the Battery Select Companies, may be deemed to have
shared power to direct the voting of these shares. 4
|
|
6.
|
Shared Voting Power
See response to row 5.
|
|
7.
|
Sole Dispositive Power
3,384,232 shares, of which 3,384,232 shares are directly owned by BV Select, except that Agrawal, Brown, Elhafed, Feldman,
Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of the Battery Select Companies, may be deemed
to have shared power to direct the disposition of these shares. 4
|
|
8.
|
Shared Dispositive Power
See response to row 7.
|
|
|
9.
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
3,384,232 shares 4
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) o
|
|
|
11.
|
Percent of Class Represented by Amount in Row
(9)
2.8%
|
|
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
4 This amount includes 1,203,568 shares of Class A common stock
issuable upon the voluntary conversion of Class B common stock.
CUSIP No. 85208T107
|
|
|
1.
|
Names of Reporting Persons
Battery Investment Partners Select Fund I, L.P. (“BIP Select”)
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
¨
|
|
|
(b)
|
x
|
|
|
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
334,704 shares, except that Battery Partners Select Fund I GP, LLC (“BP Select LLC”), the general partner of BP Select
LP and BIP Select, and its investment advisor Battery Management Corp. (“BMC,” and together with BP Select LLC, the “Battery
Select Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”),
Michael Brown (“Brown”), Morad Elhafed (“Elhafed”), Jesse Feldman (“Feldman”), Russel Fleischer
(“Fleischer”), Roger H. Lee (“Lee”), Chelsea Stoner (“Stoner”), Dharmesh Thakker (“Thakker”),
and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery Select Companies, may be deemed
to have shared power to direct the voting of these shares. 5
|
|
6.
|
Shared Voting Power
See response to row 5.
|
|
7.
|
Sole Dispositive Power
334,704 shares, except that the Battery Select Companies may be deemed to have sole power to direct the disposition of these shares;
Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of the
Battery Select Companies, may be deemed to have shared power to direct the disposition of these shares. 5
|
|
8.
|
Shared Dispositive Power
See response to row 7.
|
|
|
9.
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
334,704 shares 5
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) o
|
|
|
11.
|
Percent of Class Represented by Amount in Row
(9)
0.3%
|
|
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
5 This amount includes 119,034 shares of Class A common stock
issuable upon the voluntary conversion of Class B common stock.
CUSIP No. 85208T107
|
|
|
1.
|
Names of Reporting Persons
Battery Partners Select Fund I GP , LLC (“BP Select LLC”)
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
¨
|
|
|
(b)
|
x
|
|
|
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
3,718,936 shares, of which 3,384,232 shares are directly owned by
BV Select LP and of which 334,704 shares are owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner,
Thakker and Tobin, each of whom is a managing member or officer of the Battery Select Companies, may be deemed to have shared power
to direct the voting of these shares. 6
|
|
6.
|
Shared Voting Power
See response to row 5.
|
|
7.
|
Sole Dispositive Power
3,718,936 shares, of which 3,384,232 shares are directly owned by BV Select LP and of which 334,704
shares are owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of
whom is a managing member or officer of the Battery Select Companies, may be deemed to have shared power to direct the disposition of
these shares. 6
|
|
8.
|
Shared Dispositive Power
See response to row 7.
|
|
|
9.
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
3,718,936 shares 6
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) o
|
|
|
11.
|
Percent of Class Represented by Amount in Row
(9)
3.1%
|
|
|
12.
|
Type of Reporting Person (See Instructions)
OO
|
6 This amount includes 1,322,602 shares of Class A common stock
issuable upon the voluntary conversion of Class B common stock.
CUSIP No. 85208T107
|
|
|
1.
|
Names of Reporting Persons
Battery Management Corp. (“BMC”)
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
¨
|
|
|
(b)
|
x
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place of Organization
Massachusetts
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole Voting Power
44,126,609 shares, of which 39,997,003 shares are directly owned
by BV9, 410,670 shares are directly owned by BIP9, 3,384,232 shares are directly owned by BV Select, and 334,704 shares are directly
owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing
member or officer of either the Battery IX Companies or Battery Select Companies, may be deemed to have shared power to direct the
voting of these shares. 7
|
|
6.
|
Shared Voting Power
See response to row 5.
|
|
7.
|
Sole Dispositive Power
44,126,609 shares,
of which 39,997,003 shares are directly owned by BV9, 410,670 shares are directly owned by BIP9, 3,384,232 shares are directly owned
by BV Select, and 334,704 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee,
Stoner Tabors, Thakker and Tobin, each of whom is a managing member or officer of either the Battery IX Companies or Battery Select
Companies, may be deemed to have shared power to direct the disposition of these shares. 7
|
|
8.
|
Shared Dispositive Power
See response to row 7.
|
|
|
9.
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
44,126,609 shares 7
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) x 7
|
|
|
11.
|
Percent of Class Represented by Amount in Row
(9)
37%
|
|
|
12.
|
Type of Reporting Person (See Instructions)
OO
|
7 This amount includes 20,989,573 shares of Class A common stock
issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common
stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31,
2021 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily
convert their shares of Class B common stock to Class A common stock.
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
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship
or Place of Organization
USA
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole Voting Power
0
|
|
6.
|
Shared Voting Power
44,126,609 shares, of which 39,997,003 shares are directly owned
by BV9, 410,670 shares are directly owned by BIP9, 3,384,232 shares are directly owned by BV Select, and 334,704 shares are directly
owned by BIP Select. Agrawal is a managing member or officer of the Battery IX Companies and Battery Select Companies, and may be
deemed to have shared power to direct the voting of these shares. 7
|
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
44,126,609 shares,
of which 39,997,003 shares are directly owned by BV9, 410,670 shares are directly owned by BIP9, 3,384,232 shares are directly owned
by BV Select, and 334,704 shares are directly owned by BIP Select. Agrawal is a managing member or officer of the Battery IX Companies
and Battery Select Companies, and may be deemed to have shared power to direct the disposition of these shares. 7
|
|
|
9.
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
44,126,609 shares 7
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) x 7
|
|
|
11.
|
Percent of Class Represented by Amount in Row
(9)
37%
|
|
|
12.
|
Type of Reporting Person (See Instructions)
IN
|
7 This amount includes 20,989,573 shares of Class A common stock
issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common
stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31,
2021 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily
convert their shares of Class B common stock to Class A common stock.
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
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship
or Place of Organization
USA
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole Voting Power
0
|
|
6.
|
Shared Voting Power
44,126,609
shares, of which 39,997,003 shares are directly owned by BV9, 410,670 shares are directly owned by BIP9, 3,384,232 shares
are directly owned by BV Select, and 334,704 shares are directly owned by BIP Select. Brown is a managing member or officer of the
Battery IX Companies and Battery Select Companies, and may be deemed to have shared power to direct the voting of these shares. 7
|
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
44,126,609 shares,
of which 39,997,003 shares are directly owned by BV9, 410,670 shares are directly owned by BIP9, 3,384,232 shares are directly owned
by BV Select, and 334,704 shares are directly owned by BIP Select. Brown is a managing member or officer of the Battery IX Companies
and Battery Select Companies, and may be deemed to have shared power to direct the disposition, of these shares. 7
|
|
|
9.
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
44,126,609 shares 7
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) x 7
|
|
|
11.
|
Percent of Class Represented by Amount in Row
(9)
37%
|
|
|
12.
|
Type of Reporting Person (See Instructions)
IN
|
7 This amount includes 20,989,573 shares of Class A common stock
issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common
stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31,
2021 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily
convert their shares of Class B common stock to Class A common stock.
CUSIP
No. 85208T107
|
|
|
1.
|
Names
of Reporting Persons
Jesse Feldman
|
|
|
2.
|
Check the Appropriate
Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
x
|
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Citizenship
or Place of Organization
USA
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole
Voting Power
0
|
|
6.
|
Shared
Voting Power
44,126,609 shares, of which 39,997,003 shares are directly owned by BV9, 410,670 shares are directly owned by BIP9, 3,384,232
shares are directly owned by BV Select, and 334,704 shares are directly owned by BIP Select. Feldman is a managing member or officer
of the Battery IX Companies and Battery Select Companies, and may be deemed to have shared power to direct the voting of these shares.
7
|
|
7.
|
Sole
Dispositive Power
0
|
|
8.
|
Shared
Dispositive Power
44,126,609 shares, of which 39,997,003 shares are directly owned by BV9, 410,670 shares are directly owned
by BIP9, 3,384,232 shares are directly owned by BV Select, and 334,704 shares are directly owned by BIP Select. Feldman is a managing
member or officer of the Battery IX Companies and Battery Select Companies, and may be deemed to have shared power to direct the
disposition, of these shares. 7
|
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
44,126,609 shares 7
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
7
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
37%
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
IN
|
7 This amount includes 20,989,573 shares of Class A common stock
issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common
stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31,
2021 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily
convert their shares of Class B common stock to Class A common stock.
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)
|
o
|
|
|
(b)
|
x
|
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Citizenship
or Place of Organization
USA
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole
Voting Power
0
|
|
6.
|
Shared
Voting Power
44,126,609 shares, of which 39,997,003 shares are directly owned by BV9, 410,670 shares are directly owned
by BIP9, 3,384,232 shares are directly owned by BV Select, and 334,704 shares are directly owned by BIP Select. Lee is a managing
member or officer of the Battery IX Companies and Battery Select Companies, and may be deemed to have shared power to direct the
voting of these shares. 7
|
|
7.
|
Sole
Dispositive Power
0
|
|
8.
|
Shared
Dispositive Power
44,126,609 shares, of which 39,997,003 shares are directly owned by BV9, 410,670 shares are directly owned
by BIP9, 3,384,232 shares are directly owned by BV Select, and 334,704 shares are directly owned by BIP Select. Lee is a managing
member or officer of the Battery IX Companies and Battery Select Companies, and may be deemed to have shared power to direct the
disposition, of these shares. 7
|
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
44,126,609 shares 7
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
7
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
37%
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
IN
|
7 This amount includes 20,989,573 shares of Class A common stock
issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common
stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31,
2021 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily
convert their shares of Class B common stock to Class A common stock.
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)
|
o
|
|
|
(b)
|
x
|
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Citizenship
or Place of Organization
USA
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole
Voting Power
0
|
|
6.
|
Shared
Voting Power
40,407,673 shares, of which 39,997,003 shares are directly owned by BV9 and 410,670 shares are directly owned by BIP9. Tabors
is a managing member or officer of the Battery IX Companies, and may be deemed to have shared power to direct the voting of these
shares. 8
|
|
7.
|
Sole
Dispositive Power
0
|
|
8.
|
Shared
Dispositive Power
40,407,673 shares, of which 39,997,003 shares are directly owned by BV9 and 410,670 shares are directly owned by BIP9. Tabors is
a managing member or officer of the Battery IX Companies and may be deemed to have shared power to direct the disposition, of these shares.
8
|
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
40,407,673 shares 8
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
8
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
33.9%
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
IN
|
8 This amount includes 19,666,971 shares of Class A common stock
issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common
stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31,
2021 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily
convert their shares of Class B common stock to Class A common stock.
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)
|
o
|
|
|
(b)
|
x
|
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Citizenship
or Place of Organization
USA
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole
Voting Power
0
|
|
6.
|
Shared
Voting Power
44,126,609 shares, of which 39,997,003 shares are directly owned by BV9, 410,670 shares are directly owned
by BIP9, 3,384,232 shares are directly owned by BV Select, and 334,704 shares are directly owned by BIP Select. Tobin is a managing
member or officer of the Battery IX Companies and Battery Select Companies, and may be deemed to have shared power to direct the
voting of these shares. 7
|
|
7.
|
Sole
Dispositive Power
0
|
|
8.
|
Shared
Dispositive Power
44,126,609 shares, of which 39,997,003 shares are directly owned by BV9, 410,670 shares are directly owned by BIP9, 3,384,232 shares
are directly owned by BV Select, and 334,704 shares are directly owned by BIP Select. Tobin is a managing member or officer of the
Battery IX Companies and Battery Select Companies, and may be deemed to have shared power to direct the disposition, of these shares. 7
|
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
44,126,609 shares 7
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x
7
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
37%
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
IN
|
7 This amount includes 20,989,573 shares of Class A common stock
issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common
stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31,
2021 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily
convert their shares of Class B common stock to Class A common stock.
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)
|
o
|
|
|
(b)
|
x
|
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Citizenship
or Place of Organization
USA
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole
Voting Power
0
|
|
6.
|
Shared
Voting Power
3,718,936 shares, of which 3,384,232 shares are directly owned by BV Select and 334,704 shares are directly owned by BIP Select.
Stoner is a managing member or officer of the Battery Select Companies and may be deemed to have shared power to direct the voting
of these shares. 6
|
|
7.
|
Sole
Dispositive Power
0
|
|
8.
|
Shared
Dispositive Power
3,718,936 shares, of which 3,384,232 shares are directly owned by BV Select and 334,704 shares are directly owned by BIP Select.
Stoner is a managing member or officer of the Battery Select Companies and may be deemed to have shared power to direct the disposition,
of these shares. 6
|
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,718,936 shares 6
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
3.1%
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
IN
|
6 This amount includes 1,322,602 shares of Class A common stock
issuable upon the voluntary conversion of Class B common stock.
CUSIP
No. 85208T107
|
|
|
1.
|
Names
of Reporting Persons
Morad Elhafed
|
|
|
2.
|
Check the Appropriate
Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
x
|
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Citizenship
or Place of Organization
USA
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole
Voting Power
0
|
|
6.
|
Shared
Voting Power
3,718,936 shares, of which 3,384,232 shares are directly owned by BV Select and 334,704 shares are directly owned by BIP Select.
Elhafed is a managing member or officer of the Battery Select Companies and may be deemed to have shared power to direct the voting
of these shares. 6
|
|
7.
|
Sole
Dispositive Power
0
|
|
8.
|
Shared
Dispositive Power
3,718,936 shares, of which 3,384,232 shares are directly owned by BV Select and 334,704 shares are directly owned by BIP Select.
Elhafed is a managing member or officer of the Battery Select Companies and may be deemed to have shared power to direct the disposition,
of these shares. 6
|
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,718,936 shares 6
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
3.1%
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
IN
|
6 This amount includes 1,322,602 shares of Class A common stock
issuable upon the voluntary conversion of Class B common stock.
CUSIP
No. 85208T107
|
|
|
1.
|
Names
of Reporting Persons
Dharmesh Thakker
|
|
|
2.
|
Check the Appropriate
Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
x
|
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Citizenship
or Place of Organization
USA
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole
Voting Power
0
|
|
6.
|
Shared
Voting Power
3,718,936 shares, of which 3,384,232 shares are directly owned by BV Select and 334,704 shares are directly owned by BIP Select.
Thakker is a managing member or officer of the Battery Select Companies and may be deemed to have shared power to direct the voting
of these shares. 6
|
|
7.
|
Sole
Dispositive Power
0
|
|
8.
|
Shared
Dispositive Power
3,718,936 shares, of which 3,384,232 shares are directly owned by BV Select and 334,704 shares are directly owned by BIP Select.
Thakker is a managing member or officer of the Battery Select Companies and may be deemed to have shared power to direct the disposition,
of these shares. 6
|
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,718,936 shares 6
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
3.1%
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
IN
|
6 This amount includes 1,322,602 shares of Class A common stock
issuable upon the voluntary conversion of Class B common stock.
CUSIP
No. 85208T107
|
|
|
1.
|
Names
of Reporting Persons
Russell Fleischer
|
|
|
2.
|
Check the Appropriate
Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
x
|
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Citizenship
or Place of Organization
USA
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole
Voting Power
0
|
|
6.
|
Shared
Voting Power
3,718,936 shares, of which 3,384,232 shares are directly owned by BV Select and 334,704 shares are directly owned by BIP Select.
Fleischer is a managing member or officer of the Battery Select Companies and may be deemed to have shared power to direct the voting
of these shares. 6
|
|
7.
|
Sole
Dispositive Power
0
|
|
8.
|
Shared
Dispositive Power
3,718,936 shares, of which 3,384,232 shares are directly owned by BV Select and 334,704 shares are directly owned by BIP Select.
Fleischer is a managing member or officer of the Battery Select Companies and may be deemed to have shared power to direct the disposition,
of these shares. 6
|
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,718,936 shares 6
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
3.1%
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
IN
|
6 This amount includes 1,322,602 shares of Class A common stock
issuable upon the voluntary conversion of Class B common stock.
Item 1.
|
|
(a)
|
Name
of Issuer
Sprinklr, Inc.
|
|
(b)
|
Address of Issuer’s Principal Executive Offices
29 West 35th Street
New York, NY 10001
|
|
Item 2.
|
|
(a)
|
Name of Person Filing
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”), Battery Investment Partners Select Fund I, L.P.
(“BIP Select”), Battery Partners Select Fund I, L.P. (“BP Select LP”), Battery Partners Select Fund I GP,
LLC (“BP Select LLC”), “Battery Management Corp. (“BMC”), Neeraj Agrawal (“Agrawal”), Michael
Brown (“Brown”), Morad Elhafed (“Elhafed”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”),
Roger H. Lee (“Lee”), Chelsea Stoner (“Stoner”), R. David Tabors (“Tabors”), Dharmesh Thakker
(“Thakker”), and Scott R. Tobin (“Tobin”). The foregoing entities and individuals are collectively referred
to as the “Reporting Persons.”
Messrs. Agrawal,
Brown, Feldman, Lee, Tabors and Tobin are the sole managing members of BP9, the general partner of BV9 and managing member of BIP9
and/or the officers of BMC, the investment advisor to BP9.
Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker,
and Tobin are the sole managing members of BP Select LLC, the general partner of BP Select LP and BIP Select, and ultimate general
partner of BV Select.
|
|
(b)
|
Address of Principal Business Office or, if none, Residence
Battery Ventures
One Marina Park Drive
Suite 1100
Boston, MA 02210
|
|
(c)
|
Citizenship
Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Tabors, Thakker, and Tobin are United States citizens. BV9,
BV Select, BP Select LP, and BIP Select are limited partnerships organized under the laws of the State of Delaware. BP9 and BP Select
LLC are limited liability companies organized under the laws of the State of Delaware. BMC is a corporation organized under the laws
of the Commonwealth of Massachusetts.
|
|
(d)
|
Title
of Class of Securities
Class A Common Stock, $0.00003 par value per share
|
|
(e)
|
CUSIP
Number
85208T107
|
|
Item 3.
|
If this statement
is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
|
(a)
|
¨
|
Broker or dealer registered
under section 15 of the Act (15 U.S.C. 78o).
|
|
(b)
|
¨
|
Bank as defined in section 3(a)(6) of
the Act (15 U.S.C. 78c).
|
|
(c)
|
¨
|
Insurance company as defined in
section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
(d)
|
¨
|
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
(e)
|
¨
|
An investment
adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
¨
|
An employee
benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
¨
|
A parent
holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
¨
|
A savings
association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
¨
|
A church
plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a-3);
|
|
(j)
|
¨
|
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
|
Item 4.
|
Ownership
|
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in Item 1.
The
approximate percentages of Common Stock reported as beneficially owned by the Reporting Persons is based upon 98,284,905 shares of
Class A Common Stock outstanding as of December 6, 2021, as reported in the Issuer’s Form 10-Q filed on December 10,
2021. 7
|
|
(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 o.
|
|
Item 6.
|
Ownership of More
than Five Percent on Behalf of Another Person
|
Under
certain circumstances set forth in the limited partnership agreement of BV9, BV Select, and BIP Select, the general and limited partners
may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by BV9, BV
Select, and BIP Select. Under certain circumstances set forth in the limited liability company agreement of BIP9, the
members may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by
BIP9.
|
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
|
N/A
|
|
Item
8.
|
Identification
and Classification of Members of the Group
|
N/A
|
|
Item
9.
|
Notice
of Dissolution of Group
|
N/A
|
|
Item
10.
|
Certification
|
N/A
|
7 This amount includes 20,989,573 shares of Class A common stock
issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common
stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31,
2021 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily
convert their shares of Class B common stock to Class A common stock.
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.
|
|
BATTERY VENTURES IX, L.P.
|
|
|
|
|
|
By: Battery Partners IX, LLC
|
|
|
|
|
|
By:
|
*
|
|
|
|
Managing Member
|
|
|
|
|
|
BATTERY INVESTMENT PARTNERS IX, LLC
|
|
|
|
|
|
By: Battery Partners IX, LLC
|
|
|
|
|
|
By:
|
*
|
|
|
|
Managing Member
|
|
|
|
|
|
BATTERY PARTNERS IX, LLC
|
|
|
|
|
|
By:
|
*
|
|
|
|
Managing Member
|
|
|
|
|
|
BATTERY VENTURES SELECT FUND I, L.P.
|
|
|
|
|
|
By: Battery Partners Select Fund I, L.P.
|
|
|
By: Battery Partners Select Fund I GP, LLC
|
|
|
|
|
|
By:
|
*
|
|
|
|
Managing Member
|
|
|
|
|
|
BATTERY PARTNERS SELECT FUND I, L.P.
|
|
|
|
|
|
By: Battery Partners Select Fund I GP, LLC
|
|
|
|
|
|
By:
|
*
|
|
|
|
Managing Member
|
|
|
|
|
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BATTERY INVESTMENT PARTNERS SELECT FUND I, L.P.
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By: Battery Partners Select Fund I GP, LLC
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By:
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*
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Managing Member
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BATTERY PARTNERS SELECT FUND I GP, LLC
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By:
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*
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Managing Member
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BATTERY MANAGEMENT CORP.
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By:
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*
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Chief Financial Officer
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NEERAJ AGRAWAL
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By:
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*
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Neeraj Agrawal
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MICHAEL BROWN
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By:
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*
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Michael Brown
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JESSE FELDMAN
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By:
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*
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Jesse Feldman
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ROGER H. LEE
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By:
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*
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Roger H. Lee
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R. DAVID TABORS
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By:
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*
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R. David Tabors
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SCOTT R. TOBIN
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By:
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*
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Scott R. Tobin
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CHELSEA R. STONER
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By:
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*
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Scott R. Tobin
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RUSSELL FLEISCHER
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By:
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*
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Russell Fleischer
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MORAD ELHAFED
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By:
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*
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Morad Elhafed
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DHARMESH THAKKER
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By:
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*
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Dharmesh Thakker
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*By:
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/s/ Christopher Schiavo
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Name:
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Christopher Schiavo
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Attorney-in-Fact
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This Schedule 13G was executed pursuant to a Power
of Attorney. Note that copies of the applicable Powers of Attorney are already on file with the appropriate agencies.
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ATTENTION
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Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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