SEC Form 4 · accession 0001209191-15-025419

SPLUNK INC · SPLK

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Godfrey Sullivan

Officer — President, CEO & Chairman · Director

Period of report

Mar 9, 2015

Accepted (ET)

Mar 11, 2015 · 8:15 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001353283

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Mar 9, 2015	A	50,000	$0.00	A	746,048	D
Common Stock	Mar 9, 2015	M	16,666	$0.565	A	762,714	D
Common Stock^F4	Mar 9, 2015	S	32,932	$61.78	D	729,782	D
Common Stock^F5	Mar 9, 2015	S	400	$62.50	D	729,382	D
Common Stock	Mar 10, 2015	M	16,666	$0.565	A	746,048	D
Common Stock^F6	Mar 10, 2015	S	16,166	$60.65	D	729,882	D
Common Stock^F7	Mar 10, 2015	S	500	$61.25	D	729,382	D
Common Stock	Mar 11, 2015	M	16,668	$0.565	A	746,050	D
Common Stock^F8	Mar 11, 2015	S	14,368	$60.96	D	731,682	D
Common Stock^F9	Mar 11, 2015	S	2,300	$61.62	D	729,382	D
Common Stock^F10,F11	holding	—	—		—	1,100,000	I	See footnote
Common Stock^F12	holding	—	—		—	12,700	I	See footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (right to buy)^F13	$0.565	Mar 9, 2015	M	16,666	D	—	Sep 16, 2018	Common Stock	16,666	2,020,849	D
Employee Stock Option (right to buy)^F13	$0.565	Mar 10, 2015	M	16,666	D	—	Sep 16, 2018	Common Stock	16,666	2,004,183	D
Employee Stock Option (right to buy)^F13	$0.565	Mar 11, 2015	M	16,668	D	—	Sep 16, 2018	Common Stock	16,668	1,987,515	D

Explanation of responses

F1The reported securities are represented by restricted stock units ("RSUs"). Twenty-five percent of the RSUs vest on March 10, 2016 and 1/16th of the RSUs shall vest quarterly thereafter.
F10Excludes 500,000 shares previously held directly by the Trust which were re-registered on February 24, 2015 and are now held directly by the Reporting Person.
F11Shares held directly by the Trust.
F12Shares held directly by the Reporting Person's younger daughter. The Reporting Person disclaims beneficial ownership of the shares, and this report should not be deemed an admission that the Reporting Person is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.
F13The option is fully vested and immediately exercisable.
F2Includes 500,000 shares previously held directly by the Godfrey and Suzanne Sullivan Revocable Trust dated December 5, 2000 for which the Reporting Person serves as a trustee (the "Trust") which were re-registered on February 24, 2015 and are now held directly by the Reporting Person.
F3The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 23, 2014.
F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.37 to $62.34, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (4) through (9) to this Form 4.
F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.39 to $62.53, inclusive.
F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.20 to $61.14, inclusive.
F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.20 to $61.39, inclusive.
F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.39 to $61.38, inclusive.
F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.39 to $62.02, inclusive.