0001415889-24-008797.txt : 20240320
0001415889-24-008797.hdr.sgml : 20240320
20240320200042
ACCESSION NUMBER: 0001415889-24-008797
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240318
FILED AS OF DATE: 20240320
DATE AS OF CHANGE: 20240320
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TUNNELL DAVID R
CENTRAL INDEX KEY: 0001227100
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35498
FILM NUMBER: 24769133
MAIL ADDRESS:
STREET 1: C/O HELLMAN & FRIEDMAN
STREET 2: 415 MISSION STREET SUITE 5700
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94105
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: SPLUNK INC
CENTRAL INDEX KEY: 0001353283
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
ORGANIZATION NAME: 06 Technology
IRS NUMBER: 861106510
FISCAL YEAR END: 0131
BUSINESS ADDRESS:
STREET 1: 250 BRANNAN STREET
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94107
BUSINESS PHONE: 415-848-8400
MAIL ADDRESS:
STREET 1: 250 BRANNAN STREET
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94107
4
1
form4-03202024_080325.xml
X0508
4
2024-03-18
1
0001353283
SPLUNK INC
SPLK
0001227100
TUNNELL DAVID R
C/O SPLUNK INC.
250 BRANNAN STREET
SAN FRANCISCO
CA
94107
true
false
false
false
0
Common Stock
2024-03-18
4
D
0
6125
157
D
3673
D
Common Stock
2024-03-18
4
D
0
3673
D
0
D
Common Stock
2024-03-18
4
D
0
11909197
157
D
0
I
See footnotes
Common Stock
2024-03-18
4
D
0
890625
157
D
0
I
See footnotes
Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated September 20, 2023, by and among the Issuer, Cisco Systems, Inc., a Delaware corporation ("Parent"), and Spirit Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub"), on March 18, 2024 (the "Closing Date"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent. In connection with the Merger, these shares were cancelled and converted into the right to receive $157.00 in cash per share without interest, subject to applicable withholding taxes, subject to the terms and conditions of the Merger Agreement (the "Merger Consideration").
Pursuant to the Merger Agreement, each Vested Company RSU outstanding and that has not yet been settled as of immediately prior to the effective time of the Merger (the "Effective Time") was terminated and converted into the right to receive an amount in cash, without interest, subject to applicable withholding taxes, determined by multiplying (x) the number of shares of Issuer common stock issuable upon settlement of such Vested Company RSU by (y) the Merger Consideration.
Reflects securities directly held by H&F Shadowfax Holdings 2, L.P.
H&F Corporate Investors X, Ltd. is the general partner of Hellman & Friedman Investors X, L.P. Hellman & Friedman Investors X, L.P. is the general partner of Hellman & Friedman Capital Partners X, L.P. Hellman & Friedman Capital Partners X, L.P. is the managing member of H&F Shadowfax Holdings GP, LLC. H&F Shadowfax Holdings GP, LLC is the general partner of H&F Shadowfax Holdings, L.P. H&F Shadowfax Holdings, L.P. is the sole member of H&F Shadowfax Holdings 2 GP, LLC. H&F Shadowfax Holdings 2 GP, LLC is the general partner of H&F Shadowfax Holdings 2, L.P. A three member board of directors of H&F Corporate Investors X, Ltd. has investment discretion over the shares held by H&F Shadowfax Holdings 2, L.P. and H&F Shadowfax Holdings, L.P. David R. Tunnell, a member of the board of directors of Splunk Inc., is a member of the board of directors of H&F Corporate Investors X, Ltd.
Reflects securities directly held by H&F Shadowfax Holdings, L.P.
/s/ David R. Tunnell
2024-03-20