SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Roberts Brian Keith

(Last)

(First)

(Middle)

C/O SPLUNK INC.

250 BRANNAN STREET

(Street)

SAN FRANCISCO

94107

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SPLUNK INC [ SPLK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & CHIEF FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/15/2024		A		175,420⁽¹⁾	A	$0	300,742	D
Common Stock	03/18/2024		D		29,648	D	$157⁽²⁾	271,094	D
Common Stock	03/18/2024		D		197,531⁽³⁾	D	⁽⁴⁾	73,563	D
Common Stock	03/18/2024		D		22,608	D	⁽⁵⁾	50,955	D
Common Stock	03/18/2024		D		50,955	D	⁽⁶⁾⁽⁷⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. 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.

2. 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").

3. Represents performance units ("PSUs") disposed of in connection with the Merger. All PSUs disposed of were vested as of the Effective Time .

4. 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.

5. 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.

6. 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)").

7. (continued from footnote 6) 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	03/19/2024
	** 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 4 (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).
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