Statement of Changes in Beneficial Ownership (4)
April 13 2022 - 6:07AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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H&F Corporate Investors IX, Ltd. |
2. Issuer Name and Ticker or Trading Symbol
Sprinklr, Inc.
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CXM
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
415 MISSION STREET, SUITE 5700 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/11/2022 |
(Street)
SAN FRANCISCO, CA 94105
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 4/11/2022 | | P(1) | | 8400000 | A | $14.79 | 9813501 | I | See footnote (3) |
Class A Common Stock | 4/11/2022 | | P(2) | | 1048005 | A | $14.79 | 10861506 | I | See footnote (3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | The shares are being purchased pursuant to a stock purchase agreement entered into as of April 11, 2022. Under the stock purchase agreement, there are limited conditions to the closing, which, if satisfied, require the closing to occur no later than April 27, 2022. |
(2) | The shares are being purchased pursuant to a stock purchase agreement entered into as of April 11, 2022 relating to the purchase and sale of shares of Class B common stock of the Issuer. Pursuant to the Issuer's certificate of incorporation, each such share of Class B common stock of the Issuer will automatically convert into one share of Class A common stock when transferred in such transaction. Under the stock purchase agreement, there are limited conditions to the closing, which, if satisfied, will occur on a date to be mutually agreed by the parties thereto. |
(3) | Reflects securities directly held by H&F Splash Holdings IX, L.P. ("H&F Splash Holdings IX"). H&F Splash Holdings IX GP, LLC ("GPLLC") is the general partner of H&F Splash Holdings IX. Hellman & Friedman Capital Partners IX, L.P. ("HFCP IX") is the controlling member of GPLLC. Hellman & Friedman Investors IX, L.P. ("H&F Investors IX") is the general partner of HFCP IX. H&F Corporate Investors IX, Ltd. ("H&F IX") is the general partner of H&F Investors IX. Not included in this Form 4 are an additional 55,589,960 shares of Class B common stock of the Issuer and warrants to purchase 2,500,000 shares of Class A common stock of the Issuer owned by H&F Splash Holdings IX. |
Remarks: The Reporting Persons state that this filing shall not be an admission that the Reporting Persons are the beneficial owners of any of the securities reported herein, and each Reporting Person disclaims beneficial ownership of such securities except to the extent of such Reporting Person's pecuniary interest therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
H&F Corporate Investors IX, Ltd. 415 MISSION STREET, SUITE 5700 SAN FRANCISCO, CA 94105 |
| X |
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Hellman & Friedman Investors IX, L.P. 415 MISSION STREET, SUITE 5700 SAN FRANCISCO, CA 94105 |
| X |
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Hellman & Friedman Capital Partners IX, L.P. 415 MISSION STREET, SUITE 5700 SAN FRANCISCO, CA 94105 |
| X |
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H&F Splash Holdings IX GP, LLC 415 MISSION STREET, SUITE 5700 SAN FRANCISCO, CA 94105 |
| X |
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H&F Splash Holdings IX, L.P. 415 MISSION STREET, SUITE 5700 SAN FRANCISCO, CA 94105 |
| X |
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Signatures
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H&F CORPORATE INVESTORS IX, LTD. By: /s/ Tarim Wasim Name: Tarim Wasim Title: Vice President | | 4/13/2022 |
**Signature of Reporting Person | Date |
HELLMAN & FRIEDMAN INVESTORS IX, L.P. By: H&F Corporate Investors IX, Ltd., as general partner By: /s/ Tarim Wasim Name: Tarim Wasim Title: Vice President | | 4/13/2022 |
**Signature of Reporting Person | Date |
HELLMAN & FRIEDMAN CAPITAL PARTNERS IX, L.P. By: Hellman & Friedman Investors IX, L.P., as general partner By: H&F Corporate Investors IX, Ltd., as general partner By: /s/ Tarim Wasim Name: Tarim Wasim Title: Vice President | | 4/13/2022 |
**Signature of Reporting Person | Date |
H&F SPLASH HOLDINGS IX GP LLC By: Hellman & Friedman Capital Partners IX, L.P., as controlling member By: Hellman & Friedman Investors IX, L.P., as GP By: H&F Corporate Investors IX, Ltd., as GP By: /s/ Tarim Wasim Name: Tarim Wasim Title: Vice President | | 4/13/2022 |
**Signature of Reporting Person | Date |
H&F SPLASH HOLDINGS IX, L.P. By: H&F Splash Holdings IX GP, LLC, GP By: Hellman & Friedman Capital Partners IX, L.P., contr. mem. By: Hellman & Friedman Investors IX, L.P., GP By: H&F Corporate Investors IX, Ltd., GP By: /s/ Tarim Wasim Title: VP | | 4/13/2022 |
**Signature of Reporting Person | Date |
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 control number. |
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