Filing Details

Accession Number:
0001104659-23-021610
Form Type:
13G Filing
Publication Date:
2023-02-13 19:00:00
Filed By:
Battery Ventures Ix, L.p.
Company:
Sprinklr Inc.
Filing Date:
2023-02-14
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
Battery Ventures IX 39,997,003 44,126,609 39,997,003 44,126,609 39,997,003 29.0%
Battery Investment Partners IX 410,670 44,126,609 410,670 44,126,609 410,670 0.3%
Battery Partners IX 40,407,673 44,126,609 40,407,673 44,126,609 40,407,673 29.3%
Battery Ventures Select Fund I 3,384,232 44,126,609 3,384,232 44,126,609 3,384,232 2.5%
Battery Partners Select Fund I 3,384,232 40,407,673 3,384,232 40,407,673 3,384,232 2.5%
Battery Investment Partners Select Fund I 334,704 44,126,609 334,704 44,126,609 334,704 0.2%
Battery Partners Select Fund I GP 3,718,936 3,718,936 3,718,936 3,718,936 3,718,936 2.7%
Battery Management Corp. ( BMC ) 44,126,609 3,718,936 44,126,609 3,718,936 44,126,609 32%
Neeraj Agrawal 1,505 3,718,936 1,505 3,718,936 44,128,114 32%
Michael Brown 0 3,718,936 0 3,718,936 44,126,609 32%
Jesse Feldman 0 0 44,126,609 32%
Roger H. Lee 0 0 44,126,609 32%
R. David Tabors 0 0 40,407,673 29.3%
Scott R. Tobin 0 0 44,126,609 32%
Chelsea R. Stoner 0 0 3,718,936 2.7%
Morad Elhafed 0 0 3,718,936 2.7%
Dharmesh Thakker 0 0 3,718,936 2.7%
Russell Fleischer 0 0 3,718,936 2.7%
Filing
 

 

  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)

 

Common Stock, $0.00003 par value per share

(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)
x 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
 
  1. Names of Reporting Persons
Battery Ventures IX, L.P. (“BV9”)
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Delaware
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
39,997,003 shares, except that Battery Partners IX, LLC (“BP9”), the general partner of BV9 and managing member of BIP9, and its investment advisor Battery Management Corp. (“BMC,” and together with BP9, the “Battery IX Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Jesse Feldman (“Feldman”), Roger H. Lee (“Lee”), R. David Tabors (“Tabors”), and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery IX Companies, may be deemed to have shared power to direct the voting of these shares. [FN 1: This amount includes 19,461,636 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31, 2022 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily convert their shares of Class B common stock to Class A common stock.]
 
6. Shared Voting Power
See response to row 5.
 
7. Sole Dispositive Power
39,997,003 shares, except that the Battery IX Companies may be deemed to have sole power to direct the disposition of these shares; each of Agrawal, Brown, Feldman, Lee, Tabors and Tobin, each of whom is a managing member or officer of the Battery IX Companies, may be deemed to have shared power to direct the disposition of these shares. [FN 1: This amount includes 19,461,636 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31, 2022 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily convert their shares of Class B common stock to Class A common stock.]
 
8. Shared Dispositive Power
See response to row 7.
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
39,997,003 shares [FN 1: This amount includes 19,461,636 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31, 2022 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily convert their shares of Class B common stock to Class A common stock.]
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x [FN 1: This amount includes 19,461,636 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31, 2022 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily convert their shares of Class B common stock to Class A common stock.]
 
  11. Percent of Class Represented by Amount in Row (9)
29.0%
 
  12. Type of Reporting Person (See Instructions)
PN
           

2

 

 

CUSIP No. 85208T107
 
  1. Names of Reporting Persons
Battery Investment Partners IX, LLC (“BIP9”)
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Delaware
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
410,670 shares, except that the Battery IX Companies may be deemed to have sole power to direct the voting of these shares; Agrawal, Brown, Feldman, Lee, Tabors and Tobin, each of whom is a managing member or officer of the Battery IX Companies, may be deemed to have shared power to direct the voting of these shares. [FN 2: This amount includes 205,335 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]
 
6. Shared Voting Power
See response to row 5.
 
7. Sole Dispositive Power
410,670 shares, except that the Battery IX Companies may be deemed to have sole power to direct the disposition of these shares; Agrawal, Brown, Feldman, Lee, Tabors and Tobin, each of whom is a managing member or officer of the Battery IX Companies, may be deemed to have shared power to direct the disposition of these shares. [FN 2: This amount includes 205,335 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]
 
8. Shared Dispositive Power
See response to row 7.
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
410,670 shares [FN 2: This amount includes 205,335 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
 
  11. Percent of Class Represented by Amount in Row (9)
0.3%
 
  12. Type of Reporting Person (See Instructions)
OO
           

3

 

 

CUSIP No. 85208T107
 
  1. Names of Reporting Persons
Battery Partners IX, LLC (“BP9”)
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Delaware
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
40,407,673 shares, of which 39,997,003 shares are directly owned by BV9 and 410,670 shares are directly owned by BIP9, except that Agrawal, Brown, Feldman, Lee, Tabors and Tobin, each of whom is a managing member or officer of the Battery IX Companies, may be deemed to have shared power to direct the voting of these shares. [FN 3: This amount includes 19,666,971 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31, 2022 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily convert their shares of Class B common stock to Class A common stock.]
 
6. Shared Voting Power
See response to row 5.
 
7. Sole Dispositive Power
40,407,673 shares, of which 39,997,003 shares are directly owned by BV9 and 410,670 shares are directly owned by BIP9, except that Agrawal, Brown, Feldman, Lee, Tabors and Tobin, each of whom is a managing member or officer of the Battery IX Companies, may be deemed to have shared power to direct the disposition of these shares. [FN 3: This amount includes 19,666,971 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31, 2022 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily convert their shares of Class B common stock to Class A common stock.]
 
8. Shared Dispositive Power
See response to row 7.
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
40,407,673 shares [FN 3: This amount includes 19,666,971 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31, 2022 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily convert their shares of Class B common stock to Class A common stock.]
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x [FN 3: This amount includes 19,666,971 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31, 2022 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily convert their shares of Class B common stock to Class A common stock.]
 
  11. Percent of Class Represented by Amount in Row (9)
29.3%
 
  12. Type of Reporting Person (See Instructions)
OO
               

4

 

 

CUSIP No. 85208T107

 
  1. Names of Reporting Persons
Battery Ventures Select Fund I, L.P. (“BV Select”)
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Delaware
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
3,384,232 shares, except that Battery Partners Select Fund I, L.P. (“BP Select LP”), the general partner of BV Select, Battery Partners Select Fund I GP, LLC (“BP Select LLC”), the general partner of BP Select LP and BIP Select, and its investment advisor Battery Management Corp. (“BMC,” and together with BP Select LLC, the “Battery Select Companies”) may be deemed to have sole power to direct the voting of these shares; each of Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Morad Elhafed (“Elhafed”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea Stoner (“Stoner”), Dharmesh Thakker (“Thakker”), and Scott R. Tobin (“Tobin”), each of whom is a managing member or officer of the Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN 4: This amount includes 1,203,568 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]
 
6. Shared Voting Power
See response to row 5.
 
7. Sole Dispositive Power
3,384,232 shares, except that the Battery Select Companies may be deemed to have sole power to direct the disposition of these shares; Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of the Battery Select Companies, may be deemed to have shared power to direct the disposition of these shares. [FN 4: This amount includes 1,203,568 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]
 
8. Shared Dispositive Power
See response to row 7.
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,384,232 shares [FN 4: This amount includes 1,203,568 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
2.5%
 
  12. Type of Reporting Person (See Instructions)
PN
               

5

 

 

CUSIP No. 85208T107

 
  1. Names of Reporting Persons
Battery Partners Select Fund I, L.P. (“BP Select LP”)
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Delaware
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
3,384,232 shares, of which 3,384,232 shares are directly owned by BV Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of the Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN 4: This amount includes 1,203,568 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]
 
6. Shared Voting Power
See response to row 5.
 
7. Sole Dispositive Power
3,384,232 shares, of which 3,384,232 shares are directly owned by BV Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of the Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN 4: This amount includes 1,203,568 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]
 
8. Shared Dispositive Power
See response to row 7.
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,384,232 shares [FN 4: This amount includes 1,203,568 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
 
  11. Percent of Class Represented by Amount in Row (9)
2.5%
 
  12. Type of Reporting Person (See Instructions)
PN
               

6

 

 

CUSIP No. 85208T107

 
  1. Names of Reporting Persons
Battery Investment Partners Select Fund I, L.P. (“BIP Select”)
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
           
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Delaware
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
334,704 shares, except that the Battery Select Companies may be deemed to have sole power to direct the voting of these shares; Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of the Battery Select Companies, may be deemed to have shared power to direct the disposition of these shares. [FN 5: This amount includes 119,034 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]
 
6. Shared Voting Power
See response to row 5.
 
7. Sole Dispositive Power
334,704 shares, except that the Battery Select Companies may be deemed to have sole power to direct the disposition of these shares; Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of the Battery Select Companies, may be deemed to have shared power to direct the disposition of these shares. [FN 5: This amount includes 119,034 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]
 
8. Shared Dispositive Power
See response to row 7.
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
334,704 shares [FN 5: This amount includes 119,034 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]
 
  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%
 
  12. Type of Reporting Person (See Instructions)
PN
               

7

 

 

CUSIP No. 85208T107
 
  1. Names of Reporting Persons
Battery Partners Select Fund I GP, LLC (“BP Select LLC”)
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
         
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Delaware
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
3,718,936 shares, of which 3,384,232 shares are directly owned by BV Select LP and of which 334,704 shares are owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of the Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN 6: This amount includes 1,322,602 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]
 
6. Shared Voting Power
See response to row 5.
 
7. Sole Dispositive Power
3,718,936 shares, of which 3,384,232 shares are directly owned by BV Select LP and of which 334,704 shares are owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of the Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN 6: This amount includes 1,322,602 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]
 
8. Shared Dispositive Power
See response to row 7.
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,718,936 shares [FN 6: This amount includes 1,322,602 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]
 
  10.

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

 
  11. Percent of Class Represented by Amount in Row (9)
2.7%
 
  12. Type of Reporting Person (See Instructions)
OO
           

8

 

 

CUSIP No. 85208T107
 
  1. Names of Reporting Persons
Battery Management Corp. (“BMC”)
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
         
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
Massachusetts
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
44,126,609 shares, of which 39,997,003 shares are directly owned by BV9, 410,670 shares are directly owned by BIP9, 3,384,232 shares are directly owned by BV Select, and 334,704 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery IX Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN 7: This amount includes 20,989,573 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31, 2022 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily convert their shares of Class B common stock to Class A common stock.]
 
6. Shared Voting Power
See response to row 5.
 
7. Sole Dispositive Power
44,126,609 shares, of which 39,997,003 shares are directly owned by BV9, 410,670 shares are directly owned by BIP9, 3,384,232 shares are directly owned by BV Select, and 334,704 shares are directly owned by BIP Select, except that Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker and Tobin, each of whom is a managing member or officer of either the Battery IX Companies or Battery Select Companies, may be deemed to have shared power to direct the voting of these shares. [FN 7: This amount includes 20,989,573 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31, 2022 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily convert their shares of Class B common stock to Class A common stock.]
 
8. Shared Dispositive Power
See response to row 7.
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
44,126,609 shares [FN 7: This amount includes 20,989,573 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31, 2022 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily convert their shares of Class B common stock to Class A common stock.]
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x [FN 7: This amount includes 20,989,573 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31, 2022 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily convert their shares of Class B common stock to Class A common stock.]
 
  11. Percent of Class Represented by Amount in Row (9)
32%
 
  12. Type of Reporting Person (See Instructions)
OO
           

9

 

 

CUSIP No. 85208T107
 
  1. Names of Reporting Persons
Neeraj Agrawal
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
         
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
USA
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
1,505
 
6. Shared Voting Power
44,126,609 shares, of which 39,997,003 shares are directly owned by BV9, 410,670 shares are directly owned by BIP9, 3,384,232 shares are directly owned by BV Select, and 334,704 shares are directly owned by BIP Select. Agrawal is a managing member or officer of the Battery IX Companies and Battery Select Companies, and may be deemed to have shared power to direct the voting of these shares. [FN 7: This amount includes 20,989,573 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31, 2022 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily convert their shares of Class B common stock to Class A common stock.]
 
7. Sole Dispositive Power
1,505
 
8. Shared Dispositive Power
44,126,609 shares, of which 39,997,003 shares are directly owned by BV9, 410,670 shares are directly owned by BIP9, 3,384,232 shares are directly owned by BV Select, and 334,704 shares are directly owned by BIP Select. Agrawal is a managing member or officer of the Battery IX Companies and Battery Select Companies, and may be deemed to have shared power to direct the voting of these shares. [FN 7: This amount includes 20,989,573 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31, 2022 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily convert their shares of Class B common stock to Class A common stock.]
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
44,128,114 shares [FN 7: This amount includes 20,989,573 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31, 2022 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily convert their shares of Class B common stock to Class A common stock.]
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x [FN 7: This amount includes 20,989,573 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31, 2022 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily convert their shares of Class B common stock to Class A common stock.]
 
  11. Percent of Class Represented by Amount in Row (9)
32%
 
  12. Type of Reporting Person (See Instructions)
IN
           

10

 

 

CUSIP No. 85208T107
 
  1. Names of Reporting Persons
Michael Brown
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
         
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
USA
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
0
 
6. Shared Voting Power
44,126,609 shares, of which 39,997,003 shares are directly owned by BV9, 410,670 shares are directly owned by BIP9, 3,384,232 shares are directly owned by BV Select, and 334,704 shares are directly owned by BIP Select. Brown is a managing member or officer of the Battery IX Companies and Battery Select Companies, and may be deemed to have shared power to direct the voting of these shares. [FN 7: This amount includes 20,989,573 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31, 2022 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily convert their shares of Class B common stock to Class A common stock.]
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
44,126,609 shares, of which 39,997,003 shares are directly owned by BV9, 410,670 shares are directly owned by BIP9, 3,384,232 shares are directly owned by BV Select, and 334,704 shares are directly owned by BIP Select. Brown is a managing member or officer of the Battery IX Companies and Battery Select Companies, and may be deemed to have shared power to direct the voting of these shares. [FN 7: This amount includes 20,989,573 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31, 2022 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily convert their shares of Class B common stock to Class A common stock.]
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
44,126,609 shares [FN 7: This amount includes 20,989,573 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31, 2022 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily convert their shares of Class B common stock to Class A common stock.]
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x [FN 7: This amount includes 20,989,573 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31, 2022 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily convert their shares of Class B common stock to Class A common stock.]
 
  11. Percent of Class Represented by Amount in Row (9)
32%
 
  12. Type of Reporting Person (See Instructions)
IN
           

11

 

 

CUSIP No. 85208T107
 
  1. Names of Reporting Persons
Jesse Feldman
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
         
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
USA
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
0
 
6. Shared Voting Power
44,126,609 shares, of which 39,997,003 shares are directly owned by BV9, 410,670 shares are directly owned by BIP9, 3,384,232 shares are directly owned by BV Select, and 334,704 shares are directly owned by BIP Select. Feldman is a managing member or officer of the Battery IX Companies and Battery Select Companies, and may be deemed to have shared power to direct the voting of these shares. [FN 7: This amount includes 20,989,573 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31, 2022 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily convert their shares of Class B common stock to Class A common stock.]
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
44,126,609 shares, of which 39,997,003 shares are directly owned by BV9, 410,670 shares are directly owned by BIP9, 3,384,232 shares are directly owned by BV Select, and 334,704 shares are directly owned by BIP Select. Feldman is a managing member or officer of the Battery IX Companies and Battery Select Companies, and may be deemed to have shared power to direct the voting of these shares. [FN 7: This amount includes 20,989,573 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31, 2022 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily convert their shares of Class B common stock to Class A common stock.]
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
44,126,609 shares [FN 7: This amount includes 20,989,573 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31, 2022 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily convert their shares of Class B common stock to Class A common stock.]
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x [FN 7: This amount includes 20,989,573 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31, 2022 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily convert their shares of Class B common stock to Class A common stock.]
 
  11. Percent of Class Represented by Amount in Row (9)
32%
 
  12. Type of Reporting Person (See Instructions)
IN
           

12

 

 

CUSIP No. 85208T107
 
  1. Names of Reporting Persons
Roger H. Lee
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
         
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
USA
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
0
 
6. Shared Voting Power
44,126,609 shares, of which 39,997,003 shares are directly owned by BV9, 410,670 shares are directly owned by BIP9, 3,384,232 shares are directly owned by BV Select, and 334,704 shares are directly owned by BIP Select. Lee is a managing member or officer of the Battery IX Companies and Battery Select Companies, and may be deemed to have shared power to direct the voting of these shares. [FN 7: This amount includes 20,989,573 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31, 2022 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily convert their shares of Class B common stock to Class A common stock.]
 
7. Sole Dispositive Power
 0
 
8. Shared Dispositive Power
44,126,609 shares, of which 39,997,003 shares are directly owned by BV9, 410,670 shares are directly owned by BIP9, 3,384,232 shares are directly owned by BV Select, and 334,704 shares are directly owned by BIP Select. Lee is a managing member or officer of the Battery IX Companies and Battery Select Companies, and may be deemed to have shared power to direct the voting of these shares. [FN 7: This amount includes 20,989,573 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31, 2022 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily convert their shares of Class B common stock to Class A common stock.]
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
44,126,609 shares [FN 7: This amount includes 20,989,573 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31, 2022 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily convert their shares of Class B common stock to Class A common stock.]
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x [FN 7: This amount includes 20,989,573 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31, 2022 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily convert their shares of Class B common stock to Class A common stock.]
 
  11. Percent of Class Represented by Amount in Row (9)
32%
 
  12. Type of Reporting Person (See Instructions)
IN
           

13

 

 

CUSIP No. 85208T107
 
  1. Names of Reporting Persons
R. David Tabors
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
         
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
USA
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
0
 
6. Shared Voting Power
40,407,673 shares, of which 39,997,003 shares are directly owned by BV9 and 410,670 shares are directly owned by BIP9. Tabors is a managing member or officer of the Battery IX Companies and may be deemed to have shared power to direct the voting of these shares. [FN 8: This amount includes 19,666,971 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31, 2022 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily convert their shares of Class B common stock to Class A common stock.]
 
7. Sole Dispositive Power
 0
 
8. Shared Dispositive Power
40,407,673
shares, of which 39,997,003 shares are directly owned by BV9 and 410,670 shares are directly owned by BIP9. Tabors is a managing member or officer of the Battery IX Companies and may be deemed to have shared power to direct the voting of these shares. [FN 8: This amount includes 19,666,971 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31, 2022 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily convert their shares of Class B common stock to Class A common stock.]
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
40,407,673 shares [FN 8: This amount includes 19,666,971 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31, 2022 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily convert their shares of Class B common stock to Class A common stock.]
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x [FN 8: This amount includes 19,666,971 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31, 2022 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily convert their shares of Class B common stock to Class A common stock.]
 
  11. Percent of Class Represented by Amount in Row (9)
29.3%
 
  12. Type of Reporting Person (See Instructions)
IN
           

14

 

 

CUSIP No. 85208T107
 
  1. Names of Reporting Persons
Scott R. Tobin
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
         
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
USA
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
0
 
6. Shared Voting Power
44,126,609 shares, of which 39,997,003 shares are directly owned by BV9, 410,670 shares are directly owned by BIP9, 3,384,232 shares are directly owned by BV Select, and 334,704 shares are directly owned by BIP Select. Tobin is a managing member or officer of the Battery IX Companies and Battery Select Companies, and may be deemed to have shared power to direct the voting of these shares. [FN 7: This amount includes 20,989,573 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31, 2022 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily convert their shares of Class B common stock to Class A common stock.]
 
7. Sole Dispositive Power
 0
 
8. Shared Dispositive Power
44,126,609 shares, of which 39,997,003 shares are directly owned by BV9, 410,670 shares are directly owned by BIP9, 3,384,232 shares are directly owned by BV Select, and 334,704 shares are directly owned by BIP Select. Tobin is a managing member or officer of the Battery IX Companies and Battery Select Companies, and may be deemed to have shared power to direct the voting of these shares. [FN 7: This amount includes 20,989,573 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31, 2022 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily convert their shares of Class B common stock to Class A common stock.]
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
44,126,609 shares [FN 7: This amount includes 20,989,573 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31, 2022 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily convert their shares of Class B common stock to Class A common stock.]
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x [FN 7: This amount includes 20,989,573 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31, 2022 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily convert their shares of Class B common stock to Class A common stock.]
 
  11. Percent of Class Represented by Amount in Row (9)
32%
 
  12. Type of Reporting Person (See Instructions)
IN
           

15

 

 

CUSIP No. 85208T107
 
  1. Names of Reporting Persons
Chelsea R. Stoner
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
         
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
USA
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
0
 
6. Shared Voting Power
3,718,936 shares, of which 3,384,232 shares are directly owned by BV Select and 334,704 shares are directly owned by BIP Select. Stoner is a managing member or officer of the Battery Select Companies and may be deemed to have shared power to direct the voting of these shares. [FN 6: This amount includes 1,322,602 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]
 
7. Sole Dispositive Power
 0
 
8. Shared Dispositive Power
3,718,936 shares, of which 3,384,232 shares are directly owned by BV Select and 334,704 shares are directly owned by BIP Select. Stoner is a managing member or officer of the Battery Select Companies and may be deemed to have shared power to direct the voting of these shares. [FN 6: This amount includes 1,322,602 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,718,936 shares [FN 6: This amount includes 1,322,602 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
 
  11. Percent of Class Represented by Amount in Row (9)
2.7%
 
  12. Type of Reporting Person (See Instructions)
IN
           

16

 

 

CUSIP No. 85208T107
 
  1. Names of Reporting Persons
Morad Elhafed
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
         
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
USA
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
0
 
6. Shared Voting Power
3,718,936 shares, of which 3,384,232 shares are directly owned by BV Select and 334,704 shares are directly owned by BIP Select. Elhafed is a managing member or officer of the Battery Select Companies and may be deemed to have shared power to direct the voting of these shares. [FN 6: This amount includes 1,322,602 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]
 
7. Sole Dispositive Power
 0
 
8. Shared Dispositive Power
3,718,936 shares, of which 3,384,232 shares are directly owned by BV Select and 334,704 shares are directly owned by BIP Select. Elhafed is a managing member or officer of the Battery Select Companies and may be deemed to have shared power to direct the voting of these shares. [FN 6: This amount includes 1,322,602 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,718,936 shares [FN 6: This amount includes 1,322,602 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
 
  11. Percent of Class Represented by Amount in Row (9)
2.7%
 
  12. Type of Reporting Person (See Instructions)
IN
           

17

 

 

CUSIP No. 85208T107
 
  1. Names of Reporting Persons
Dharmesh Thakker
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
         
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
USA
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
0
 
6. Shared Voting Power
3,718,936 shares, of which 3,384,232 shares are directly owned by BV Select and 334,704 shares are directly owned by BIP Select. Thakker is a managing member or officer of the Battery Select Companies and may be deemed to have shared power to direct the voting of these shares. [FN 6: This amount includes 1,322,602 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]
 
7. Sole Dispositive Power
0
 
8. Shared Dispositive Power
3,718,936 shares, of which 3,384,232 shares are directly owned by BV Select and 334,704 shares are directly owned by BIP Select. Thakker is a managing member or officer of the Battery Select Companies and may be deemed to have shared power to direct the voting of these shares. [FN 6: This amount includes 1,322,602 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,718,936 shares [FN 6: This amount includes 1,322,602 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
 
  11. Percent of Class Represented by Amount in Row (9)
2.7%
 
  12. Type of Reporting Person (See Instructions)
IN
           

18

 

 

CUSIP No. 85208T107
 
  1. Names of Reporting Persons
Russell Fleischer
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
         
  3. SEC Use Only
 
  4. Citizenship or Place of Organization
USA
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
0
 
6. Shared Voting Power
3,718,936 shares, of which 3,384,232 shares are directly owned by BV Select and 334,704 shares are directly owned by BIP Select. Fleischer is a managing member or officer of the Battery Select Companies and may be deemed to have shared power to direct the voting of these shares. [FN 6: This amount includes 1,322,602 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]
 
7. Sole Dispositive Power
 0
 
8. Shared Dispositive Power
3,718,936 shares, of which 3,384,232 shares are directly owned by BV Select and 334,704 shares are directly owned by BIP Select. Fleischer is a managing member or officer of the Battery Select Companies and may be deemed to have shared power to direct the voting of these shares. [FN 6: This amount includes 1,322,602 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]
 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,718,936 shares [FN 6: This amount includes 1,322,602 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock.]
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
 
  11. Percent of Class Represented by Amount in Row (9)
2.7%
 
  12. Type of Reporting Person (See Instructions)
IN
           

19

 

 

Item 1.
  (a) Name of Issuer
Sprinklr, Inc.
  (b)

Address of Issuer’s Principal Executive Offices
29 West 35th Street

New York, NY 10001

 
Item 2.
  (a)

Name of Person Filing
Battery Ventures IX, L.P. (“BV9”), Battery Investment Partners IX, LLC (“BIP9”), Battery Partners IX, LLC (“BP9”), Battery Ventures Select Fund I, L.P. (“BV Select”), Battery Investment Partners Select Fund I, L.P. (“BIP Select”), Battery Partners Select Fund I, L.P. (“BP Select LP”), Battery Partners Select Fund I GP, LLC (“BP Select LLC”), “Battery Management Corp. (“BMC”), Neeraj Agrawal (“Agrawal”), Michael Brown (“Brown”), Morad Elhafed (“Elhafed”), Jesse Feldman (“Feldman”), Russel Fleischer (“Fleischer”), Roger H. Lee (“Lee”), Chelsea Stoner (“Stoner”), R. David Tabors (“Tabors”), Dharmesh Thakker (“Thakker”), and Scott R. Tobin (“Tobin”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

 

Messrs. Agrawal, Brown, Feldman, Lee, Tabors and Tobin are the sole managing members of BP9, the general partner of BV9 and managing member of BIP9 and/or the officers of BMC, the investment advisor to BP9.

 

Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Thakker, and Tobin are the sole managing members of BP Select LLC, the general partner of BP Select LP and BIP Select, and ultimate general partner of BV Select.

  (b)

Address of Principal Business Office or, if none, Residence

Battery Ventures

One Marina Park Drive

Suite 1100

Boston, MA 02210

  (c) Citizenship
Agrawal, Brown, Elhafed, Feldman, Fleischer, Lee, Stoner, Tabors, Thakker, and Tobin
are United States citizens.  BV9, BV Select, BP Select LP, and BIP Select are limited partnerships organized under the laws of the State of Delaware. BP9 and BP Select LLC are limited liability companies organized under the laws of the State of Delaware. BMC is a corporation organized under the laws of the Commonwealth of Massachusetts.
  (d) Title of Class of Securities
Class A Common Stock, $0.00003 par value per share
  (e) CUSIP Number
85208T107
 
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
  (a) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
  (b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
  (c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
  (d) o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
  (e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
  (f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
  (g) o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
  (h) o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  (i) o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
  (j) o Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

20

 

 

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.

 

The approximate percentages of Common Stock reported as beneficially owned by the Reporting Persons is based upon 137,683,920 shares of Common Stock outstanding as of October 31, 2022, as reported in the Issuer’s Form 10-Q filed on December 6, 2022. [FN 7: This amount includes 20,989,573 shares of Class A common stock issuable upon the voluntary conversion of Class B common stock, but excludes an additional 1,073,731 shares of Class A common stock potentially issuable upon conversion of Class B common stock, because such shares are not convertible within 60 days of December 31, 2022 by virtue of an agreement between the reporting persons and the Company that restricts the reporting persons’ ability to voluntarily convert their shares of Class B common stock to Class A common stock.]

  (a)

Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

  (b)

Percent of class:

See Row 11 of cover page for each Reporting Person.

     
  (c)

Number of shares as to which the person has:

 

    (i)

Sole power to vote or to direct the vote

See Row 5 of cover page for each Reporting Person.

    (ii)

Shared power to vote or to direct the vote

See Row 6 of cover page for each Reporting Person.

    (iii)

Sole power to dispose or to direct the disposition of

See Row 7 of cover page for each Reporting Person.

    (iv)

Shared power to dispose or to direct the disposition of

See Row 8 of cover page for each Reporting Person.

 
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   o.
 
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Under certain circumstances set forth in the limited partnership agreement of BV9, BV Select, and BIP Select, the general and limited partners may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by BV9, BV Select, and BIP Select.  Under certain circumstances set forth in the limited liability company agreement of BIP9, the members may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by BIP9.
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
N/A
 
Item 8. Identification and Classification of Members of the Group
N/A
 
Item 9. Notice of Dissolution of Group
N/A
 
Item 10. Certification
N/A

 

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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.

 

  BATTERY VENTURES IX, L.P.
   
  By: Battery Partners IX, LLC
   
  By: *
    Managing Member
     
   
  BATTERY INVESTMENT PARTNERS IX, LLC
   
  By: Battery Partners IX, LLC
   
  By: *
    Managing Member
     
     
  BATTERY PARTNERS IX, LLC
   
   
  By: *
    Managing Member
     
     
  BATTERY VENTURES SELECT FUND I, L.P.
   
  By: Battery Partners Select Fund I, L.P.
  By: Battery Partners Select Fund I GP, LLC
   
  By: *
    Managing Member
     
     
  BATTERY PARTNERS SELECT FUND I, L.P.
   
  By: Battery Partners Select Fund I GP, LLC
   
   
  By: *
    Managing Member
     
  BATTERY INVESTMENT PARTNERS SELECT FUND I, L.P.
   
  By: Battery Partners Select Fund I GP, LLC
   
   
  By: *
    Managing Member
     
     
  BATTERY PARTNERS SELECT FUND I GP, LLC
   
   
  By: *
    Managing Member
     
     
  BATTERY MANAGEMENT CORP.
   
   
  By: *
    Chief Financial Officer

 

22

 

 

  NEERAJ AGRAWAL
   
   
  By: *
    Neeraj Agrawal
     
     
  MICHAEL BROWN
   
   
  By: *
    Michael Brown
     
     
  JESSE FELDMAN
   
   
  By: *
    Jesse Feldman
     
     
  ROGER H. LEE
   
   
  By: *
    Roger H. Lee
     
     
  R. DAVID TABORS
   
   
  By: *
    R. David Tabors
     
     
  SCOTT R. TOBIN
   
   
  By: *
    Scott R. Tobin
     
  CHELSEA R. STONER
   
   
  By: *
    Scott R. Tobin
     
  RUSSELL FLEISCHER
   
   
  By: *
    Russell Fleischer
     
  MORAD ELHAFED
   
   
  By: *
    Morad Elhafed
     
  DHARMESH THAKKER
   
   
  By: *
    Dharmesh Thakker

  

*By: /s/ Christopher Schiavo  
Name: Christopher Schiavo  
  Attorney-in-Fact  

 

-----------------------

 

This Schedule 13G was executed pursuant to a Power of Attorney.   Note that copies of the applicable Powers of Attorney are already on file with the appropriate agencies.

 

  ATTENTION  
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

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