Filing Details

Accession Number:
0001193125-23-032603
Form Type:
13G Filing
Publication Date:
2023-02-09 19:00:00
Filed By:
Thomas Ragy
Company:
Sprinklr Inc.
Filing Date:
2023-02-10
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Ragy Thomas 35,379,222 24,212,674 35,379,222 24,212,674 59,591,896 33.8%
Thomas 0 8,129,863 0 8,129,863 8,129,863 6.5%
Thomas Family 0 13,106,677 0 13,106,677 13,106,677 10.1%
RT 0 2,791,081 0 2,791,081 2,791,081 2.3%
Neelu Paul, Trustee of the RT 0 185,053 0 185,053 185,053 0.2%
Filing

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

SPRINKLR, INC.

(Name of Issuer)

CLASS A COMMON STOCK, $0.00003 PAR VALUE

(Title of Class of Securities)

85208T107

(CUSIP Number)

DECEMBER 31, 2022

(Date of Event Which Requires Filing of This Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting persons 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       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

 

  35,379,2221

   6.  

  Shared Voting Power

 

  24,212,6742

   7.  

  Sole Dispositive Power

 

  35,379,2221

   8.  

  Shared Dispositive Power

 

  24,212,6742

  9.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  59,591,8963

10.  

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

 

  ☐

11.  

  Percent of Class Represented by Amount in Row (9)

 

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

12.  

  Type of Reporting Person (See Instructions)

 

  IN

 

(1)

Consists of: (i) 47,191 shares of the Issuers Class A Common Stock, (ii) 27,691,885 shares of the Issuers Class B Common Stock, (iii) 7,637,146 shares of the Issuers 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 Issuers Class B Common Stock issuable upon the vesting of restricted stock units within 60 days of December 31, 2022.

(2)

Consists of: (i) 8,129,863 shares of the Issuers Class B Common Stock held by Thomas 2014 Family Trust (the 2014 Trust), (ii) 13,106,677 shares of the Issuers Class B Common Stock held by Thomas Family 2017 Irrevocable Trust (the 2017 Trust), (iii) 2,791,081 shares of the Issuers Class B Common Stock held by RT 2019 Grantor Retained Annuity Trust (the 2019 Trust), (iv) 185,053 shares of the Issuers 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) 47,191 shares of the Issuers Class A Common Stock, (ii) 27,691,885 shares of the Issuers Class B Common Stock, (iii) 8,129,863 shares of the Issuers Class B Common Stock held by Thomas 2014 Family Trust (the 2014 Trust), (iv) 13,106,677 shares of the Issuers Class B Common Stock held by Thomas Family 2017 Irrevocable Trust (the 2017 Trust), (v) 2,791,081 shares of the Issuers Class B Common Stock held by RT 2019 Grantor Retained Annuity Trust (the 2019 Trust), (vi) 185,053 shares of the Issuers 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 Issuers 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 Issuers 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.

(4)

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


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

 

  8,129,8631

   7.  

  Sole Dispositive Power

 

  0

   8.  

  Shared Dispositive Power

 

  8,129,8631

  9.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  8,129,8631

10.  

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

 

  ☐

11.  

  Percent of Class Represented by Amount in Row (9)

 

  6.5% of Class A common stock (3.1% of combined common stock)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 116,694,347 outstanding shares of the Issuers Class A Common Stock and 144,338,771 outstanding shares of the Issuers Class B Common Stock as of November 30, 2022, as reported in the Issuers Form 10-Q for the quarter ending October 31, 2022 and filed with the Securities and Exchange Commission on December 6, 2022.


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)

 

  10.1% of Class A common stock (5.0% of combined common stock)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 116,694,347 outstanding shares of the Issuers Class A Common Stock and 144,338,771 outstanding shares of the Issuers Class B Common Stock as of November 30, 2022, as reported in the Issuers Form 10-Q for the quarter ending October 31, 2022 and filed with the Securities and Exchange Commission on December 6, 2022.


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)

 

  2.3% of Class A common stock (1.1% of combined common stock)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 116,694,347 outstanding shares of the Issuers Class A Common Stock and 144,338,771 outstanding shares of the Issuers Class B Common Stock as of November 30, 2022, as reported in the Issuers Form 10-Q for the quarter ending October 31, 2022 and filed with the Securities and Exchange Commission on December 6, 2022.


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

 

  185,0531

   7.  

  Sole Dispositive Power

 

  0

   8.  

  Shared Dispositive Power

 

  185,0531

  9.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  185,0531

10.  

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

 

  ☐

11.  

  Percent of Class Represented by Amount in Row (9)

 

  0.2% of Class A common stock (0.1% of combined common stock)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 116,694,347 outstanding shares of the Issuers Class A Common Stock and 144,338,771 outstanding shares of the Issuers Class B Common Stock as of November 30, 2022, as reported in the Issuers Form 10-Q for the quarter ending October 31, 2022 and filed with the Securities and Exchange Commission on December 6, 2022.


CUSIP No. 85208T107       Page 7 of 9 Pages

 

Item 1(a)

Name of Issuer

Sprinklr, Inc. (the Issuer)

 

Item 1(b)

Address of Issuers 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

 

Item 2(c)

Citizenship

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

 

Item 2(e)

CUSIP Number

85208T107

 

Item 3

Not applicable.

 

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

 

(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.

 

Item 10

Certification

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 9, 2023

 

/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

 

A:

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