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*
JK&B Capital IV, L.L.C.

(Last) (First) (Middle)
C/O JK&B CAPITAL, TWO PRUDENTIAL PLAZA
180 N. STETSON AVENUE, SUITE 4500

(Street)
CHICAGO IL 60601

(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)
12/03/2012
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 12/03/2012 J (1) 50,240 D $0 0 I See footnote (2)
Common Stock 12/03/2012 J (3) 32,571 A $0 32,571 I See footnote (4)
Common Stock 6,498,896 I See footnote (5)
Common Stock 565,122 I See footnote (6)
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*
JK&B Capital IV, L.L.C.

(Last) (First) (Middle)
C/O JK&B CAPITAL, TWO PRUDENTIAL PLAZA
180 N. STETSON AVENUE, SUITE 4500

(Street)
CHICAGO IL 60601

(City) (State) (Zip)
1. Name and Address of Reporting Person*
JK&B Management IV, L.P.

(Last) (First) (Middle)
C/O JK&B CAPITAL, TWO PRUDENTIAL PLAZA
180 N. STETSON AVENUE, SUITE 4500

(Street)
CHICAGO IL 60601

(City) (State) (Zip)
1. Name and Address of Reporting Person*
JK&B CAPITAL IV LP

(Last) (First) (Middle)
C/O JK&B CAPITAL, TWO PRUDENTIAL PLAZA
180 N. STETSON AVENUE, SUITE 4500

(Street)
CHICAGO IL 60601

(City) (State) (Zip)
1. Name and Address of Reporting Person*
JK&B CAPITAL IV QIP LP

(Last) (First) (Middle)
C/O JK&B CAPITAL, TWO PRUDENTIAL PLAZA
180 N. STETSON AVENUE, SUITE 4500

(Street)
CHICAGO IL 60601

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KRONFELD DAVID

(Last) (First) (Middle)
C/O JK&B CAPITAL, TWO PRUDENTIAL PLAZA
180 N. STETSON AVENUE, SUITE 4500

(Street)
CHICAGO IL 60601

(City) (State) (Zip)
Explanation of Responses:
1. Represents a pro rata in-kind distribution of shares of Common Stock of the Issuer to its partners.
2. Shares are held directly by JK&B Management IV, L.P. ("JK&B Management"). David Kronfeld ("Kronfeld") is the managing member of JK&B Capital IV, L.L.C. ("JK&B Capital"), the general partner of JK&B Management. Each of JK&B Management, JK&B Capital and Kronfeld may be deemed to have sole voting and dispositive power over the shares which are held directly by JK&B Management, but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
3. Represents the receipt of shares of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnote (2) above.
4. Shares are held directly by Kronfeld.
5. Shares are held directly by JK&B Capital IV, L.P. ("JK&B"). JK&B Management is the general partner of JK&B. Kronfeld is the managing member of JK&B Capital, the general partner of JK&B Management. Each of JK&B Management, JK&B Capital and Kronfeld may be deemed to have sole voting and dispositive power over the shares which are held directly by JK&B, but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
6. Shares are held directly by JK&B Capital IV QIP, L.P. ("JK&B QIP"). JK&B Management is the general partner of JK&B QIP. Kronfeld is the managing member of JK&B Capital, the general partner of JK&B Management. Each of JK&B Management, JK&B Capital and Kronfeld may be deemed to have sole voting and dispositive power over the shares which are held directly by JK&B QIP, but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
/s/ JK&B Capital IV, L.L.C., by Nancy O'Leary, by power of attorney for David Kronfeld, its Managing Member 12/04/2012
/s/ JK&B Management IV, L.P., by JK&B Capital IV, L.L.C., its General Partner, by Nancy O'Leary, by power of attorney for David Kronfeld, its Managing Member 12/04/2012
/s/ JK&B Capital IV, L.P., by JK&B Management IV, L.P., its General Partner, by JK&B Capital IV, L.L.C., its General Partner, by Nancy O'Leary, by power of attorney for David Kronfeld, its Managing Member 12/04/2012
/s/ JK&B Capital IV QIP, L.P., by JK&B Management IV, L.P., its General Partner, by JK&B Capital IV, L.L.C., its General Partner, by Nancy O'Leary, by power of attorney for David Kronfeld, its Managing Member 12/04/2012
/s/ Nancy O'Leary, by power of attorney for David Kronfeld 12/04/2012
** Signature of Reporting Person Date
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* 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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