Edgar Filing: SPLUNK INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SRB ASSOCIATES VIII LP

2. Issuer Name and Ticker or Trading Symbol
SPLUNK INC [SPLK]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

13455 NOEL ROAD, SUITE 1670

3. Date of Earliest Transaction (Month/Day/Year)
04/24/2012

(Street)

DALLAS, TX 75240

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	04/24/2012		C		16,398,058	A	⁽¹⁾	16,398,058	I	See Footnote ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock

⁽¹⁾

04/24/2012

9,972,000

⁽¹⁾

Common Stock

9,972,000

$ 0

See Footnote ⁽³⁾

Series B Preferred Stock

⁽¹⁾

04/24/2012

3,975,712

⁽¹⁾

Common Stock

3,975,712

$ 0

See Footnote ⁽⁴⁾

Series C Preferred Stock

⁽¹⁾

04/24/2012

2,232,478

⁽¹⁾

Common Stock

2,232,478

$ 0

See Footnote ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SRB ASSOCIATES VIII LP 13455 NOEL ROAD, SUITE 1670 DALLAS, TX 75240		X

Signatures

John V. Jaggers, As Attorney-In-Fact		04/24/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Each share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock automatically converted into Common Stock on a 1-for-1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date.
(2)	Total common shares of 16,398,058, represents 16,070,097 of such common shares held by Sevin Rosen Fund VIII L.P. ("SRFVIII") and 327,961 of such common shares held by Sevin Rosen VIII Affiliates Fund L.P. ("SRVIII AFF"). SRB Associates VIII L.P. ("SRBVIII") is the general partner of SRFVIII and SRVIII AFF, and in that capacity has shared voting and dispositive power over such shares. SRBVIII disclaims beneficial ownership of such shares except to the extent of its pecuniary interest.
(3)	Total Series A Preferred shares of 9,972,000 represents 9,772,560 of such preferred shares held by SRFVIII and 199,440 of such preferred shares held by SRVIII AFF. SRBVIII is the general partner of SRFVIII and SRVIII AFF, and in that capacity has shared voting and dispositive power over such shares. SRBVIII disclaims beneficial ownership of such shares except to the extent of its pecuniary interest.
(4)	Total Series B Preferred shares of 3,975,712, represents 3,896,198 of such preferred shares held by SRFVIII and 79,514 of such preferred shares held by SRVIII AFF. SRBVIII is the general partner of SRFVIII and SRVIII AFF, and in that capacity has shared voting and dispositive power over such shares. SRBVIII disclaims beneficial ownership of such shares except to the extent of its pecuniary interest.
(5)	Total Series C Preferred shares of 2,232,478, represents 2,187,828 of such preferred shares held by SRFVIII and 44,650 of such preferred shares held by SRVIII AFF. SRBVIII is the general partner of SRFVIII and SRVIII AFF, and in that capacity has shared voting and dispositive power over such shares. SRBVIII disclaims beneficial ownership of such shares except to the extent of its pecuniary interest.

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