SC 13G/A

Name of Reporting Persons

Ragy Thomas

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (b) ☒

SEC USE ONLY

Citizenship or Place of Organization

United States

SC 13G/A 1 d655974dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

SPRINKLR, INC.

(Name of Issuer)

CLASS A COMMON STOCK, $0.00003 PAR VALUE

(Title of Class of Securities)

85208T107

(CUSIP Number)

DECEMBER 31, 2023

(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 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				Page 2 of 8 Pages

(1)

Consists of: (i) 168,706 shares of the Issuer’s Class A Common Stock, (ii) 28,674,276 shares of the Issuer’s Class B Common Stock, (iii) 7,888,917 shares of the Issuer’s Class B Common Stock issuable upon the exercise of stock options that are currently or will be exercisable within 60 days of December 31, 2023 and (iv) 3,000 shares of the Issuer’s Class B Common Stock issuable upon the vesting of restricted stock units within 60 days of December 31, 2023.

(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) 1,996,523 shares of the Issuer’s Class B Common Stock held by The Family Trust Under the RT GRAT Dtd 11/11/19 2019 (the “2019 Family Trust” and together with the 2014 Trust and 2017 Trust, the “Trusts”), (iv) 110,445 shares of the Issuer’s Class B Common Stock held by the Reporting Person’s spouse. 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) 168,706 shares of the Issuer’s Class A Common Stock, (ii) 28,674,276 shares of the Issuer’s Class B Common Stock, (iii) 8,129,863 shares of the Issuer’s Class B Common Stock held by 2014 Trust, (iv) 13,106,677 shares of the Issuer’s Class B Common Stock held by the 2017 Trust, (v) 1,996,523 shares of the Issuer’s Class B Common Stock held by the 2019 Family Trust, (vi) 110,445 shares of the Issuer’s Class B Common Stock held by the Reporting Person’s spouse, (vii) 7,888,917 shares of the Issuer’s Class B Common Stock issuable upon the exercise of stock options that are currently or will be exercisable within 60 days of December 31, 2023 and (viii) 3,000 shares of the Issuer’s Class B Common Stock issuable upon the vesting of restricted stock units within 60 days of December 31, 2023. 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 151,605,805 outstanding shares of the Issuer’s Class A Common Stock and 122,284,648 outstanding shares of the Issuer’s Class B Common Stock as of November 30, 2023, as reported in the Issuer’s Form 10-Q for the quarter ended October 31, 2023 and filed with the Securities and Exchange Commission on December 6, 2023.


CUSIP No. 85208T107				Page 3 of 8 Pages

(1)	Mr. Thomas is a trustee of the 2014 Trust and shares voting and dispositive power of the securities reported herein.

(2)


CUSIP No. 85208T107				Page 4 of 8 Pages

(1)	Mr. Thomas is a trustee of the 2017 Trust and shares voting and dispositive power of the securities reported herein.

(2)


CUSIP No. 85208T107				Page 5 of 8 Pages

(1)	Mr. Thomas is a trustee of the 2019 Family Trust and shares voting and dispositive power of the securities reported herein.

(2)


CUSIP No. 85208T107				Page 6 of 8 Pages

Item 1(a) Name of Issuer

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”)

The Family Trust Under the RT GRAT Dtd 11/11/19 2019 (the “2019 Family Trust”, and together with Mr. Thomas, 2014 Trust, and 2017 Trust, 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 and 2019 Family 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 7 of 8 Pages

(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 8 of 8 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 8, 2024


/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

THE FAMILY TRUST UNDER THE RT GRAT DTD 11/11/19 2019

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)

SEC Form SC 13G/A filed by Sprinklr Inc. (Amendment)