SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
STURIALE NICHOLAS G

(Last) (First) (Middle)
C/O SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670

(Street)
DALLAS TX 75240

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SPLUNK INC [ SPLK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/01/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/01/2012 S 508,637 D $27.2613 13,977,632 I See Footnotes(1)(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
1. Name and Address of Reporting Person*
STURIALE NICHOLAS G

(Last) (First) (Middle)
C/O SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670

(Street)
DALLAS TX 75240

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BAYLESS JON W

(Last) (First) (Middle)
C/O SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670

(Street)
DALLAS TX 75240

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
DOMENIK STEPHEN L

(Last) (First) (Middle)
C/O SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670

(Street)
DALLAS TX 75240

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
DOW STEPHEN M

(Last) (First) (Middle)
C/O SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670

(Street)
DALLAS TX 75240

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
JAGGERS JOHN V

(Last) (First) (Middle)
C/O SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670

(Street)
DALLAS TX 75240

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
KIMZEY JACKIE R

(Last) (First) (Middle)
SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670

(Street)
DALLAS, TX 75240

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
PHIPPS CHARLES H

(Last) (First) (Middle)
C/O SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670

(Street)
DALLAS TX 75240

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SCHUELE ALAN R

(Last) (First) (Middle)
C/O SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670

(Street)
DALLAS TX 75240

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Following the reported transaction, 13,670,097 shares are held directly by Sevin Rosen Fund VIII L.P. ("SRF VIII"), 278,961 shares are held directly by Sevin Rosen VIII Affiliates Fund L.P. ("SRVIII AFF"), and 28,574 shares are held directly by Sevin Rosen Bayless Management Company ("SRBMC").
2. Nicholas G. Sturiale ("Sturiale"), Jon W. Bayless ("Bayless"), Stephen M. Dow ("Dow"), Stephen L. Domenik ("Domenik"), John V. Jaggers ("Jaggers"), Jackie R. Kimzey ("Kimzey"), Charles H. Phipps ("Phipps") and Alan R. Schuele ("Schuele") are general partners of SRB Associates VIII L.P. ("SRB"), the general partner of SRFVIII and SRVIII AFF, and disclaim beneficial ownership of the shares held by SRFVIII and SRVIII AFF, except to the extent of their pecuniary interest in such shares. Sturiale, Bayless, Dow, Domenik, Jaggers, Kimzey, Phipps and Schuele are officers and directors of SRBMC and disclaim beneficial ownership of the shares held directly by SRBMC, in which they have no pecuniary interest.
John V. Jaggers, As Attorney-In-Fact For Nicholas G. Sturiale 08/01/2012
John V. Jaggers, As Attorney-In-Fact For Jon W. Bayless 08/01/2012
John V. Jaggers, As Attorney-In-Fact For Stephen L. Domenik 08/01/2012
John V. Jaggers, As Attorney-In-Fact For Stephen M. Dow 08/01/2012
John V. Jaggers 08/01/2012
John V. Jaggers, As Attorney-In-Fact For Jackie R. Kimzey 08/01/2012
John V. Jaggers, As Attorney-In-Fact For Charles H. Phipps 08/01/2012
John V. Jaggers, As Attorney-In-Fact For Alan R. Schuele 08/01/2012
** 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).
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