0001415889-24-008699.txt : 20240319 0001415889-24-008699.hdr.sgml : 20240319 20240319210037 ACCESSION NUMBER: 0001415889-24-008699 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240315 FILED AS OF DATE: 20240319 DATE AS OF CHANGE: 20240319 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Steele Gary CENTRAL INDEX KEY: 0001547434 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35498 FILM NUMBER: 24766027 MAIL ADDRESS: STREET 1: C/O PROOFPOINT, INC. STREET 2: 892 ROSS DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089 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 form4-03192024_090318.xml X0508 4 2024-03-15 1 0001353283 SPLUNK INC SPLK 0001547434 Steele Gary C/O SPLUNK INC. 250 BRANNAN STREET SAN FRANCISCO CA 94107 true true false false PRESIDENT AND CEO 0 Common Stock 2024-03-15 4 A 0 364150 0 A 607962 D Common Stock 2024-03-18 4 D 0 67652 157 D 540310 D Common Stock 2024-03-18 4 D 0 381502 D 158808 D Common Stock 2024-03-18 4 D 0 47344 D 111464 D Common Stock 2024-03-18 4 D 0 111464 D 0 D The reported shares are represented by performance units ("PSUs") earned pursuant to the terms of a performance unit awards granted to the reporting person reflecting the achievement of the related performance conditions. Certain of such PSUs are subject to continued time-based vesting. 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"). Represents performance units ("PSUs") disposed of in connection with the Merger. A portion of the PSUs disposed of were vested as of the Effective Time and a portion remained subject to continued time-based vesting. Pursuant to the Merger Agreement, unvested Performance Restricted Stock Units ("Unvested PSUs") outstanding as of immediately prior to the Closing Date, were cancelled and converted into the right to receive an amount in cash per share without interest, subject to applicable withholding taxes, equal to (x) the number of shares of Issuer common stock issuable upon settlement of such Unvested PSUs multiplied by (y) the Merger Consideration (such amount, the "Unvested Cash (PSUs)"). (continued from footnote 4) These Unvested Cash (PSUs) will vest and become payable at the same time as the applicable Unvested Company PSUs would have vested pursuant to its terms and will otherwise remain subject to the same terms, conditions, restrictions and service-based vesting arrangements (including any applicable provisions for accelerated vesting), in each case, as in effect from time to time unless otherwise superseded by any applicable contract between the holder and Issuer or Parent or their respective affiliates, effective after the Closing Date. Pursuant to the Merger Agreement, each Vested Company PSU 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 PSU by (y) 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. Pursuant to the Merger Agreement, unvested Restricted Stock Units ("Unvested RSUs") outstanding as of immediately prior to the Closing Date, were cancelled and converted into the right to receive an amount in cash per share without interest, subject to applicable withholding taxes, equal to (x) the number of shares of Issuer common stock issuable upon settlement of such Unvested RSUs multiplied by (y) the Merger Consideration (such amount, the "Unvested Cash (RSUs)"). (continued from footnote 8) These Unvested Cash (RSUs) will vest and become payable at the same time as the applicable Unvested RSUs would have vested pursuant to its terms and will otherwise remain subject to the same terms, conditions, restrictions and service-based vesting arrangements (including any applicable provisions for accelerated vesting), in each case, as in effect from time to time unless otherwise superseded by any applicable contract between the holder, the Issuer or Parent or their respective affiliates effective after the Closing Date. /s/ Steve Dean, by power of attorney 2024-03-19