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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Sprinklr, Inc.

(Name of Issuer)

Class A common stock, par value $0.00003 per share

(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 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).

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Item 1.

Sprinklr, Inc.

29 West 35th Street, New York, NY 10001

Item 2.

This Schedule 13G is being filed jointly by Sixth Street Partners Management Company, L.P., a Delaware limited partnership (“Management Company”), and Alan Waxman (each a “Reporting Person” and, together, the “Reporting Persons”), pursuant to an Agreement of Joint Filing incorporated by reference herein in accordance with Rule 13d-1(k)(1) under the Act.

Management Company ultimately indirectly controls (1) Sixth Street Opportunities GenPar IV, L.P., a Delaware limited partnership, which is the manager of Palette IV Holdings, LLC, a Delaware limited liability company; and (2) Sixth Street Capital Solutions GenPar, L.P., a Delaware limited partnership, which is the manager of TCS Finance (A), LLC, a Delaware limited liability company, and TCS Finance 1, LLC, a Delaware limited liability company. Each of (i) Palette IV Holdings, LLC, (ii) TCS Finance (A), LLC, and (iii) TCS Finance 1, LLC own Palette Investments, LLC, a Delaware limited liability company, which directly holds 5,985,099 shares of the Issuer’s Class A Common Stock.

Mr. Waxman is the CEO and Managing Partner of TSSP Holdco Management, LLC, a Delaware limited liability company (“TSSP Holdco Management”). TSSP Holdco Management is managed by a board of directors, which is currently comprised of Mr. Waxman. TSSP Holdco Management manages Sixth Street Specialty Lending Advisers Holdings, LLC, a Delaware limited liability company (“Adviser Holdings”). The business and affairs of Sixth Street Specialty Lending Advisers, LLC, a Delaware limited liability company (“Adviser”), are managed by Adviser Holdings, the sole member of Adviser. Sixth Street Specialty Lending, Inc., a Delaware corporation (“SLX”), is managed by Adviser. SLX directly holds 315,005 shares of the Issuer’s Class A Common Stock.

Because (i) of the relationship between Mr. Waxman and Palette Investments, LLC, Mr. Waxman may be deemed to beneficially own the shares of the Issuer’s Class A Common Stock owned by Palette Investments, LLC; and (ii) Mr. Waxman is a member of the board of directors of TSSP Holdco Management, he may be deemed to beneficially own the shares of Class A Common Stock owned by SLX. Management Company is managed by its general partner, whose managing member is Mr. Waxman. Because of Management Company’s relationship with Palette Investments, LLC, Management Company may be deemed to beneficially own the shares of Class A Common Stock owned by Palette Investments, LLC. Each of Management Company and Mr. Waxman disclaims beneficial ownership of the shares of Class A Common Stock reported herein except to the extent of their pecuniary interest therein.

The principal business address of Sixth Street Partners Management Company, L.P. is c/o Sixth Street Partners, LLC, 2100 McKinney Avenue, Suite 1500, Dallas, Texas 75201.

The principal business address of Alan Waxman is c/o Sixth Street Partners, LLC, 1 Letterman Drive, Building B, Suite B6-100, San Francisco, CA 94129.

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Sixth Street Partners Management Company, L.P. is a limited partnership organized under the laws of the State of Delaware.

Alan Waxman is a United States citizen.

Class A common stock, par value $0.00003 per share (“Class A Common Stock”)

85208T107

Not applicable.

(a) Amount Beneficially Owned

Calculation of the percentage of Class A Common Stock beneficially owned is based on 151,605,805 shares of Class A Common Stock outstanding as of November 30, 2023, as reported in the Issuer’s Form 10-Q filed with the Commission on December 6, 2023.

Each of the Reporting Persons may be deemed to be the beneficial owner of the Class A Common Stock listed on such Reporting Person’s cover page. As of December 31, 2023, Palette Investments, LLC directly holds 5,985,099 shares of Class A Common Stock and SLX directly holds 315,005 shares of Class A Common Stock.

(b) Percent of Class

The information set forth in Row 11 on the cover page for each of Sixth Street Partners Management Company, L.P. and Alan Waxman is hereby incorporated by reference into this Item 4(b) for each such person.

(c) Number of shares as to which such person has:

The information set forth in Rows 5 through 8 on the cover page for each of Sixth Street Partners Management Company, L.P. and Alan Waxman is hereby incorporated by reference into this Item 4(c) for each such person.

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 ☒.

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Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

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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.

Date: February 12, 2024

(5) Joshua Peck is signing on behalf of Mr. Waxman pursuant to an authorization and designation letter dated June 15, 2023, filed herewith.

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