0000950170-24-034362.txt : 20240320 0000950170-24-034362.hdr.sgml : 20240320 20240320200008 ACCESSION NUMBER: 0000950170-24-034362 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: SL Alpine Aggregator GP, L.L.C. CENTRAL INDEX KEY: 0001790765 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35498 FILM NUMBER: 24769111 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Lake Alpine Associates, L.P. CENTRAL INDEX KEY: 0001722976 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35498 FILM NUMBER: 24769112 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 FORMER NAME: FORMER CONFORMED NAME: Silver Lake Credit Associates, L.P. DATE OF NAME CHANGE: 20171116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLAA (GP), L.L.C. CENTRAL INDEX KEY: 0001722977 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35498 FILM NUMBER: 24769113 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 FORMER NAME: FORMER CONFORMED NAME: SLCA (GP), L.L.C. DATE OF NAME CHANGE: 20171116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLA Spark GP, L.L.C. CENTRAL INDEX KEY: 0001871573 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35498 FILM NUMBER: 24769109 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2776 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2776 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLA Spark Holdings, L.P. CENTRAL INDEX KEY: 0001871571 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35498 FILM NUMBER: 24769108 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2776 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2776 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SLA Spark Aggregator, L.P. CENTRAL INDEX KEY: 0001871572 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35498 FILM NUMBER: 24769110 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2776 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE STREET 2: 2776 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 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 ownership.xml 4 X0508 4 2024-03-18 true 0001353283 SPLUNK INC SPLK 0001722977 SLAA (GP), L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 true false false false 0001722976 Silver Lake Alpine Associates, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 true false false false 0001790765 SL Alpine Aggregator GP, L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 true false false false 0001871572 SLA Spark Aggregator, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 true false false false 0001871573 SLA Spark GP, L.L.C. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 true false false false 0001871571 SLA Spark Holdings, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 true false false false false Common Stock 2024-03-18 4 D false 9798 157.00 D 0 I See Footnote Common Stock 2024-03-18 4 D false 15 157.00 D 0 I See Footnote 0.75% Convertible Senior Notes due 2026 2024-03-18 4 D false 760000000 D Common Stock 0 I Held through SLP Spark Holdings, L.P. 0.75% Convertible Senior Notes due 2026 2024-03-18 4 D false 190000000 D Common Stock 0 I Held through SLA Spark Holdings, L.P. On March 18, 2024, pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), Spirit Merger Corp. merged with and into Splunk Inc. (the "Issuer"), with the Issuer continuing as the surviving corporation and a subsidiary of Cisco Systems, Inc. (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock of the Issuer ("Common Stock") outstanding was converted into the right to receive $ 157.00 per share in cash, subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by a non-employee member of the board of directors of the Issuer was converted into the right to receive an amount in cash, without interest, equal to the product of the number of shares subject to such award multiplied by the Merger Consideration. Mr. Kenneth Hao resigned from the board of directors of the Issuer effective upon closing of the Merger. Includes 1,616 restricted stock units which were canceled in connection with the Merger and converted into the right to receive an amount of cash equal to the product of the number of shares subject to such restricted stock unit multiplied by the Merger Consideration. These securities were held by Mr. Hao for the benefit of Silver Lake Technology Management, L.L.C., certain of its affiliates, and certain of the funds they manage ("Silver Lake"). Mr. Hao served as a member of the board of directors of the Issuer. Pursuant to Mr. Hao's arrangement with Silver Lake with respect to director compensation, upon the sale of these securities, the proceeds from such sale(s) are expected to be remitted to Silver Lake and/or its limited partners. These securities are held by a trust for the benefit of Mr. Hao's family. Following the Merger, the 0.75% Convertible Senior Notes due 2026 ("Convertible Notes") are no longer convertible into shares of Common Stock, but instead automatically became convertible into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 6.2500 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $160.00 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes to reflect the increase in the conversion rate applicable to the Convertible Notes surrendered in connection with a make-whole fundamental change, multiplied by the Merger Consideration. The Convertible Notes mature on July 15, 2026, subject to earlier redemption, repurchase or conversion in accordance with their terms. On March 19, 2024 the Convertible Notes were converted and an aggregate of $832,376,320 and $208,094,080 were received by SLP Spark Holdings, L.P. and SLA Spark Holdings, L.P., respectively. Represents securities held by SLP Spark Holdings, L.P. ("SLP Spark"). SLP Spark GP, L.L.C. ("SLP Spark GP") is the general partner of SLP Spark. SLP Spark Aggregator, L.P. ("SLP Aggregator") is the managing member of SLP Spark GP. SLP VI Aggregator GP, L.L.C. ("SLP VI GP") is the general partner of SLP Aggregator. Silver Lake Technology Associates VI, L.P. ("SLTA VI") is the managing member of SLP VI GP. SLTA VI (GP), L.L.C. ("SLTA VI GP") is the general partner of SLTA VI. Represents securities held by SLA Spark Holdings, L.P. ("SLA Spark"). SLA Spark GP, L.L.C. ("SLA Spark GP") is the general partner of SLA Spark. SLA Spark Aggregator, L.P. ("SLA Aggregator") is the managing member of SLA Spark GP. SL Alpine Aggregator GP, L.L.C. ("SLA GP") is the general partner of SLA Aggregator. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA GP. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. Silver Lake Group, L.L.C. ("SLG") is the managing member of each of SLTA VI and SLAA. Mr. Kenneth Hao served as a member of the board of directors of the Issuer and serves as Chairman and Managing Member of SLG. Each of SLP Spark, SLP Spark GP, SLP Aggregator, SLP VI GP, SLTA VI, SLTA VI GP, SLA Spark, SLA Spark GP, SLA Aggregator, SLA GP, SLAA, SLAA GP and SLG may have been deemed to be a director by deputization of the Issuer. Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons are filing a separate Form 4. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, or are subject to Section 16 of the Exchange Act, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C. 2024-03-20 By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C., general partner of Silver Lake Alpine Associates, L.P. 2024-03-20 By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C., general partner of Silver Lake Alpine Associates, L.P., managing member of SLA Alpine Aggregator GP, L.L.C. 2024-03-20 By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C., GP of Silver Lake Alpine Associates, L.P., MM of SLA Alpine Aggregator GP, L.L.C., GP of SLA Spark Aggregator, L.P. 2024-03-20 By: /s/ Andrew J. Schader, Managing Director of SLA Spark GP, L.L.C. 2024-03-20 By: /s/ Andrew J. Schader, Managing Director of SLA Spark GP, L.L.C., general partner of SLA Spark Holdings, L.P. 2024-03-20