CUSIP No.
85208T107
|
Page
2 of 9 Pages
|
1.
|
Name
of Reporting Persons
Ragy
Thomas
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
☐
(b)
☒
|
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
35,700,776
1
|
6.
|
Shared
Voting Power
24,527,6212
|
7.
|
Sole
Dispositive Power
35,700,776
1
|
8.
|
Shared
Dispositive Power
24,527,6212
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
60,948,3973
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
11.
|
Percent
of Class Represented by Amount in Row (9)
38.0%4
|
12.
|
Type
of Reporting Person (See Instructions)
IN
|
(1)
Consists of: (i) 31,250 shares of the Issuer’s Class A Common Stock, (ii) 28,424,943 shares of the Issuer’s Class
B Common Stock and (iii) 7,244,583 shares of the Issuer’s Class B Common Stock issuable upon the exercise of stock options
within 60 days of December 31, 2021.
(2)
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) 500,000 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.
(3)
Consists of: (i) 31,250 shares of the Issuer’s Class A Common Stock, (ii) 28,424,943 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) 500,000 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”) and (vii) 7,244,583 shares of the Issuer’s
Class B Common Stock issuable upon the exercise of stock options within 60 days of December 31, 2021. Mr. Thomas is a trustee
of each of the Trusts and holds shared voting and dispositive power of the securities reported herein.
(4)
This percentage is calculated based upon 98,284,905 outstanding shares of the Issuer’s Class A Common Stock as of December 6,
2021, as reported in the Issuer’s Form 10-Q for the quarter ending October 31, 2021 and filed with the Securities and Exchange
Commission on December 10, 2021.
CUSIP
No. 85208T107
|
Page
3 of 9 Pages
|
1.
|
Name
of Reporting Persons
Thomas
2014 Family Trust
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
☐
(b)
☒
|
3.
|
SEC
USE ONLY
|
4.
|
Citizenship
or Place of Organization
New
Jersey
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
8,129,9631
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
8,129,9631
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
8,129,9631
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
11.
|
Percent
of Class Represented by Amount in Row (9)
7.6%2
|
12.
|
Type
of Reporting Person (See Instructions)
OO
|
(1)
Mr. Thomas is a trustee of the 2014 Trust and shares voting and dispositive power of the securities reported herein.
(2)
This percentage is calculated based upon 98,284,905 outstanding shares of the Issuer’s Class A Common Stock as of December 6,
2021, as reported in the Issuer’s Form 10-Q for the quarter ending October 31, 2021 and filed with the Securities and Exchange
Commission on December 10, 2021.
CUSIP
No. 85208T107
|
Page
4 of 9 Pages
|
1.
|
Name
of Reporting Persons
Thomas
Family 2017 Irrevocable Trust
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
☐
(b)
☒
|
3.
|
SEC
USE ONLY
|
4.
|
Citizenship
or Place of Organization
Nevada
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
13,106,6771
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
13,106,6771
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
13,106,6771
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
11.
|
Percent
of Class Represented by Amount in Row (9)
11.8%2
|
12.
|
Type
of Reporting Person (See Instructions)
OO
|
(1)
Mr. Thomas is a trustee of the 2017 Trust and shares voting and dispositive power of the securities reported herein.
(2)
This percentage is calculated based upon 98,284,905 outstanding shares of the Issuer’s Class A Common Stock as of December 6,
2021, as reported in the Issuer’s Form 10-Q for the quarter ending October 31, 2021 and filed with the Securities and Exchange
Commission on December 10, 2021.
CUSIP
No. 85208T107
|
Page
5 of 9 Pages
|
1.
|
Name
of Reporting Persons
RT
2019 Grantor Retained Annuity Trust
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
☐
(b)
☒
|
3.
|
SEC
USE ONLY
|
4.
|
Citizenship
or Place of Organization
New
Jersey
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
2,791,0811
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
2,791,0811
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,791,0811
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
11.
|
Percent
of Class Represented by Amount in Row (9)
2.8%2
|
12.
|
Type
of Reporting Person (See Instructions)
OO
|
(1)
Mr. Thomas is a trustee of the 2019 Trust and shares voting and dispositive power of the securities reported herein.
(2)
This percentage is calculated based upon 98,284,905 outstanding shares of the Issuer’s Class A Common Stock as of December 6,
2021, as reported in the Issuer’s Form 10-Q for the quarter ending October 31, 2021 and filed with the Securities and Exchange
Commission on December 10, 2021.
CUSIP
No. 85208T107
|
Page
6 of 9 Pages
|
1.
|
Name
of Reporting Persons
Neelu
Paul, Trustee of the RT 2021 Grantor Retained Annuity Trust, dated June 8, 2021
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
☐
(b)
☒
|
3.
|
SEC
USE ONLY
|
4.
|
Citizenship
or Place of Organization
New
Jersey
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
6.
|
Shared
Voting Power
500,0001
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
500,0001
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
500,0001
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0.5%2
|
12.
|
Type
of Reporting Person (See Instructions)
OO
|
(1)
Mr. Thomas is a trustee of the 2021 Trust and shares voting and dispositive power of the securities reported herein.
(2)
This percentage is calculated based upon 98,284,905 outstanding shares of the Issuer’s Class A Common Stock as of December 6,
2021, as reported in the Issuer’s Form 10-Q for the quarter ending October 31, 2021 and filed with the Securities and Exchange
Commission on December 10, 2021.
CUSIP
No. 85208T107
|
Page
7 of 9 Pages
|
Sprinklr,
Inc. (the “Issuer”)
|
Item
1(b)
|
Address
of Issuer's Principal Executive Offices
|
|
|
|
29
West 35th Street, 7th Floor
New
York, NY 10001
|
Item
2(a)
|
Name
of Person Filing
|
|
|
|
Ragy
Thomas (“Mr. Thomas”)
Thomas
2014 Family Trust (the “2014 Trust”)
Thomas
Family 2017 Irrevocable Trust (the “2017 Trust”)
RT
2019 Grantor Retained Annuity Trust (the “2019 Trust”)
Neelu
Paul, Trustee of the RT 2021 Grantor Retained Annuity Trust, dated June 8, 2021 (the “2021 Trust”, and together with
Mr. Thomas, 2014 Trust, 2017 Trust, 2019, the “Reporting Persons”)
|
Item
2(b)
|
Address
of Principal Business Office or, if none, Residence
|
|
|
|
c/o
Sprinklr, Inc.
29
West 35th Street, 7th Floor
New
York, NY 10001
Mr.
Thomas is a United States Citizen
The
2014 Trust, 2019 Trust and 2021 Trust are governed under the laws of the State of New Jersey.
The
2017 Trust is governed under the laws of the State of Nevada.
|
Item
2(d)
|
Title
of Class of Securities
|
|
|
|
Class
A Common Stock, $0.00003 par value per share
85208T107
Item
3
Not
applicable.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1
(a)
Amount beneficially owned: See responses to Item 9 on the attached cover pages.
(b)
Percent of class: See responses to Item 11 on the attached cover pages.
CUSIP
No. 85208T107
|
Page
8 of 9 Pages
|
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote: See responses to Item 5 on the attached cover pages.
(ii)
Shared power to vote or to direct the vote: See responses to Item 6 on the attached cover pages.
(iii)
Sole power to dispose or to direct the disposition of: See responses to Item 7 on the attached cover pages.
(iv)
Shared power to dispose or to direct the disposition of: See responses to Item 8 on the attached cover pages.
|
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 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
|
|
|
|
Not
applicable.
|
Item
8
|
Identification
and Classification of Members of the Group
|
|
|
|
Not
applicable.
|
Item
9
|
Notice
of Dissolution of Group
|
|
|
|
Not
applicable.
Not
applicable.
CUSIP
No. 85208T107
|
Page
9 of 9 Pages
|
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, 2022
|
/s/
Ragy Thomas
|
|
|
Ragy
Thomas
|
|
|
|
THOMAS
2014 FAMILY TRUST
|
|
|
|
By:
|
/s/
Ragy Thomas
|
|
|
Name:
|
Ragy
Thomas
|
|
|
Title:
|
Trustee
|
|
|
|
|
|
|
THOMAS
FAMILY 2017 IRREVOCABLE TRUST
|
|
|
|
By:
|
/s/
Ragy Thomas
|
|
|
Name:
|
Ragy
Thomas
|
|
|
Title:
|
Trustee
|
|
|
|
|
|
|
RT
2019 GRANTOR RETAINED ANNUITY TRUST
|
|
|
|
By:
|
/s/
Ragy Thomas
|
|
|
Name:
|
Ragy
Thomas
|
|
|
Title:
|
Trustee
|
|
|
|
|
|
|
NEELU
PAUL, TRUSTEE OF THE RT 2021 GRANTOR RETAINED ANNUITY TRUST, DATED JUNE 8, 2021
|
|
|
|
By:
|
/s/
Ragy Thomas
|
|
|
Name:
|
Ragy
Thomas
|
|
|
Title:
|
Trustee
|
|
EXHIBITS