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*
Swan Erik M

(Last) (First) (Middle)
C/O SPLUNK INC.
250 BRANNAN STREET

(Street)
SAN FRANCISCO CA 94107

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Technology Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 3,500,000 D
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
Employee Stock Option (right to buy) (1) 05/17/2016 Common Stock 4,000 $0.065 D
Employee Stock Option (right to buy) (1) 04/09/2018 Common Stock 1,285,000 $0.565 D
Employee Stock Option (right to buy) (2) 07/22/2019 Common Stock 100,000 $0.62 D
Employee Stock Option (right to buy) (3) 04/21/2020 Common Stock 100,000 $0.99 D
Employee Stock Option (right to buy) (4) 12/14/2021 Common Stock 100,000 $4.82 D
Explanation of Responses:
1. The option is fully vested and immediately exercisable.
2. One-fourth of the shares subject to the option vested on April 23, 2010 and one forty-eighth of the shares vest monthly thereafter.
3. One-fourth of the shares subject to the option vested on January 21, 2011 and one forty-eighth of the shares vest monthly thereafter.
4. One-fourth of the shares subject to the option vest on December 15, 2012 and one forty-eighth of the shares vest monthly thereafter.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Steve Dean, by power of attorney 04/18/2012
** 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 5 (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.