SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Ignition GP III, LLC (Last) (First) (Middle) 11400 SE 6TH STREET SUITE 101 (Street) BELLEVUE WA 98004 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/18/2012	3. Issuer Name and Ticker or Trading Symbol SPLUNK INC [ SPLK ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	125,540	I	See footnote (1)
Common Stock	3,670	I	See footnote (2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Preferred Stock	(3)	(3)	Common Stock	9,342,308	(3)	I	See footnote (1)
Series C Preferred Stock	(3)	(3)	Common Stock	273,076	(3)	I	See footnote (2)

1. Name and Address of Reporting Person* Ignition GP III, LLC (Last) (First) (Middle) 11400 SE 6TH STREET SUITE 101 (Street) BELLEVUE WA 98004 (City) (State) (Zip)

1. Name and Address of Reporting Person* IGNITION VENTURE PARTNERS III LP (Last) (First) (Middle) 11400 SE 6TH STREET SUITE 101 (Street) BELLEVUE WA 98004 (City) (State) (Zip)

1. Name and Address of Reporting Person* Ignition Managing Directors Fund III LLC (Last) (First) (Middle) 11400 SE 6TH STREET SUITE 101 (Street) BELLEVUE WA 98004 (City) (State) (Zip)

Explanation of Responses:

1. Shares held of record by Ignition Venture Partners III, L.P. ("Ignition Venture Partners"). Ignition GP III, LLC ("Ignition GP"), the general partner of Ignition Venture Partners, possesses all voting and dispositive power with respect to shares held by Ignition Venture Partners. A board of seven managing directors controls all voting and dispositive power with respect to Ignition Venture Partners. The board is comprised of John Connors, Robert Headley, Steve Hooper, John Ludwig, Cameron Myhrvold, Jonathan Roberts and Brad Silverberg. Each of Ignition GP and the seven managing directors disclaim beneficial ownership of these shares except to the extent of any pecuniary interest therein.

2. Shares held of record by Ignition Managing Directors Fund III, LLC ("Ignition Managing Directors"). A board of seven managing directors controls all voting and dispositive power with respect to shares held by Ignition Managing Directors. The board is comprised of John Connors, Robert Headley, Steve Hooper, John Ludwig, Cameron Myhrvold, Jonathan Roberts and Brad Silverberg. Each of the seven managing directors disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

3. The Series C Preferred Stock shall automatically convert into Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date.

	/s/ Robert Headley, as Managing Director of Ignition GP III, LLC	04/18/2012
	/s/ Robert Headley, as Managing Director of Ignition GP III, LLC, the General Partner of Ignition Venture Partners III, L.P.	04/18/2012
	/s/ Robert Headley, as Managing Director of Ignition Managing Directors Fund III, LLC	04/18/2012
	** Signature of Reporting Person	Date
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