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*
JAGGERS JOHN V

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/24/2012
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 04/24/2012 C 16,431,632 A (1) 16,431,632 I See Footnote(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
Series A Preferred Stock (1) 04/24/2012 C 10,000,000 (1) (1) Common Stock 10,000,000 $0 0 I See Footnote(3)
Series B Preferred Stock (1) 04/24/2014 C 3,981,286 (1) (1) Common Stock 3,981,286 $0 0 I See Footnote(4)
Series C Preferred Stock (1) 04/24/2012 C 2,232,478 (1) (1) Common Stock 2,232,478 $0 0 I See Footnote(5)
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*
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*
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*
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*
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. 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 16,431,632,represents 16,070,097 of such shares held by Sevin Rosen Fund VIII L.P. ("SRFVIII"), 327,961 of such shares held by Sevin Rosen VIII Affiliates Fund L.P. ("SRVIII AFF") and 33,574 of such shares held by Sevin Rosen Bayless Management Company ("SRBMC"). John V. Jaggers ("Jaggers"), Jon W. Bayless ("Bayless"), Stephen M. Dow ("Dow"), Stephen L. Domenik ("Domenik"), Jackie R. Kimzey ("Kimzey"), Charles H. Phipps ("Phipps") and Alan R. Schuele ("Schuele") are general partners of the general partner of SRFVIII and SRVIII AFF. Messers Jaggers, Bayless, Dow, Domenik, Kimzey, Phipps and Schuele disclaim beneficial ownership of these shares except to the extent of his porportionate interest in these shares. As directors of SRBMC they are deemed to have shared voting and dispositive power of these shares and disclaim benefical ownership with no pecuniary interest.
3. Total Series A Preferred shares of 10,000,000, represents 9,772,560 of such preferred shares held by SRFVIII, 199,440 of such preferred shares held by SRVIII AFF, and 28,000 of such preferred shares held by SRBMC. Jaggers, Bayless, Dow, Domenik, Kimzey, Phipps and Schuele are general partners of the general partner of SRFVIII and SRVIII AFF, and dislaim beneficial ownership of these shares except to the extent of his proportionate interest in these shares. Jaggers, Bayless, Dow, Domenik, Kimzey, Phipps and Schuele are directors of SRBMC and are deemed to have shared voting and dispositive power of these shares and disclaim beneficial ownership with no pecuniary interest in these shares.
4. Total Series B Preferred shares of 3,981,286, represents 3,896,198 of such preferred shares held by SRFVIII, 79,514 of such preferred shares held by SRVIII AFF, and 5,574 of such preferred shares held by SRBMC. Jaggers, Bayless, Dow, Domenik, Kimzey, Phipps and Schuele are general partners of the general partner of SRFVIII and SRVIII AFF, and dislaim beneficial ownership of these shares except to the extent of his proportionate interest in these shares. Jaggers, Bayless, Dow, Domenik, Kimzey, Phipps and Schuele are directors of SRBMC and are deemed to have shared voting and dispositive power of these shares and disclaim beneficial ownership with no pecuniary interest in these shares.
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. Jaggers, Bayless, Dow, Domenik, Kimzey, Phipps and Schuele are general partners of the general partner of SRFVIII and SRVIII AFF, and dislaim beneficial ownership of these shares except to the extent of his proportionate interest in these shares. X E Signature Data Signature of Reporting Person * Date * Remarks (2000 chars max): chars left
John V. Jaggers 04/24/2012
John V. Jaggers, As Attorney-In-Fact For Jon W. Bayless 04/24/2012
John V. Jaggers, As Attorney-In-Fact For Stephen M. Dow 04/24/2012
John V. Jaggers, As Attorney-In-Fact For Stephen L. Domenik 04/24/2012
John V. Jaggers, As Attorney-In-Fact For Jackie R. Kimzey 04/24/2012
John V. Jaggers, As Attorney-In-Fact For Charles H. Phipps 04/24/2012
John V. Jaggers, As Attorney-In-Fact For Alan R. Schuele 04/24/2012
** 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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