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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* AUGUST CAPITAL MANAGEMENT III LLC (Last) (First) (Middle) 2480 SAND HILL ROAD, SUITE 101 (Street) MENLO PARK CA 94025 (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(4)		5,742,307	D	$0	8,203,295	I	See footnote(1)
Common Stock	12/03/2012		J(5)		305,919	A	$0	305,919	I	See footnote(6)
Common Stock	12/03/2012		J(5)		640,045	A	$0	640,045	I	See footnote(7)
Common Stock	12/03/2012		J(5)		395,442	A	$0	395,442	I	See footnote(8)
Common Stock								18,624	I	See footnote(2)(3)

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* AUGUST CAPITAL MANAGEMENT III LLC (Last) (First) (Middle) 2480 SAND HILL ROAD, SUITE 101 (Street) MENLO PARK CA 94025 (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* AUGUST CAPITAL III LP (Last) (First) (Middle) 2480 SAND HILL ROAD, SUITE 101 (Street) MENLO PARK CA 94025 (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* AUGUST CAPITAL STRATEGIC PARTNERS III LP (Last) (First) (Middle) 2480 SAND HILL ROAD, SUITE 101 (Street) MENLO PARK CA 94025 (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* AUGUST CAPITAL III FOUNDERS FUND LP (Last) (First) (Middle) 2480 SAND HILL ROAD, SUITE 101 (Street) MENLO PARK CA 94025 (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* JOHNSTON JOHN R (Last) (First) (Middle) 2480 SAND HILL ROAD, SUITE 101 (Street) MENLO PARK CA 94025 (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* RAPPAPORT ANDREW (Last) (First) (Middle) 2480 SAND HILL ROAD, SUITE 101 (Street) MENLO PARK CA 94025 (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* MARQUARDT DAVID F (Last) (First) (Middle) 2480 SAND HILL ROAD, SUITE 101 (Street) MENLO PARK CA 94025 (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* August Capital Management V, L.L.C. (Last) (First) (Middle) C/O AUGUST CAPITAL 2480 SAND HILL ROAD (Street) MENLO PARK CA 94025 (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* August Capital V, L.P. (Last) (First) (Middle) C/O AUGUST CAPITAL 2480 SAND HILL ROAD (Street) MENLO PARK CA 94025 (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* August Capital Strategic Partners V, L.P. (Last) (First) (Middle) C/O AUGUST CAPITAL 2480 SAND HILL ROAD (Street) MENLO PARK CA 94025 (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. Shares held of record by August Capital III, L.P. ("August III"), as nominee for August III (7,507,775 shares), August Capital Strategic Partners III, L.P. (136,831 shares)("August Strategic III"), August Capital III Founders Fund, L.P. (421,157 shares)("August III Founders") and related individuals. August Capital Management III, L.L.C. ("ACM III"), the general partner of August III, August Strategic III and August III Founders, may be deemed to have sole voting and investment power over the reported shares of the Issuer's common stock. John R. Johnston, David F. Marquardt and Andrew S. Rappaport, as members of ACM III, share voting and investment power over the reported shares of the issuer's stock.

2. Shares held of record by August Capital V, L.P. ("August V"), as nominee for August V (18,336 shares), August Capital Strategic Partners V, L.P. (156 shares) ("August Strategic V") and related individuals. August Capital Management V, L.L.C. ("ACM V"), the general partner of each of August V and August Strategic V, may be deemed to have sole voting and investment power over the reported shares of the Issuer's common stock.

3. Howard Hartenbaum, David M. Hornik, John R. Johnston, David F. Marquardt, Vivek Mehra and Andrew S. Rappaport, as members of ACM V, share voting and investment power over the reported shares of the issuer's stock.

4. Distributed pro rata by the partnership without additional consideration to its partners pursuant to the partnership agreement.

5. Distributed pro rata by ACM III without additional consideration to its members and assignees pursuant to the operating agreement.

6. Shares held by John R. Johnston.

7. Shares held by David F. Marquardt.

8. Shares held by Andrew S. Rappaport.

Remarks:

Each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such Reporting Person's pecuniary interest in such securities) other than any securities reported herein as being directly owned by such Reporting Person. This report shall not be deemed an admission that any Reporting Person is the beneficial owner of any securities for purposes of Section 16 or for any other purpose. *This report is one of two reports, each on a separate Form 4, but relating to the same transaction being filed by entities affiliated with August Capital and their applicable members.*

	/s/ Steven Simonian, by power of attorney for August Capital Management III, L.L.C.	12/04/2012
	/s/ Steven Simonian, by power of attorney for August Capital Management III, L.L.C., the General Partner of August Capital III, L.P	12/04/2012
	/s/ Steven Simonian, by power of attorney for August Capital Management III, L.L.C., the General Partner of August Capital Strategic Partners III, L.P.	12/04/2012
	/s/ Steven Simonian, by power of attorney for August Capital Management III, L.L.C., the General Partner of August Capital III Founders Fund, L.P.	12/04/2012
	/s/ Steven Simonian, by power of attorney for August Capital Management V, L.L.C.	12/04/2012
	/s/ Steven Simonian, by power of attorney for August Capital Management V, L.L.C., the General Partner of August Capital V, L.P.	12/04/2012
	/s/ Steven Simonian, by power of attorney for August Capital Management V, L.L.C., the General Partner of August Capital Strategic Partners V, L.P.	12/04/2012
	/s/ Steven Simonian, by power of attorney for John R. Johnston	12/04/2012
	/s/ Steven Simonian, by power of attorney for David F. Marquardt	12/04/2012
	/s/ Steven Simonian, by power of attorney for Andrew S. Rappaport	12/04/2012
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.