SEC Form 4 · accession 0001209191-15-025451

SPLUNK INC · SPLK

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

Reporting owner

David F Conte

Officer — SVP & Chief Financial Officer

Period of report

Mar 9, 2015

Accepted (ET)

Mar 11, 2015 · 9:13 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
Common Stock^F1	Mar 9, 2015	A	25,000	$0.00	A	141,339	D
Common Stock	Mar 9, 2015	M	21,000	$2.94	A	162,339	D
Common Stock^F3	Mar 9, 2015	S	20,600	$61.80	D	141,739	D
Common Stock^F4	Mar 9, 2015	S	400	$62.46	D	141,339	D
Common Stock^F6	Mar 11, 2015	S	4,712	$61.00	D	136,627	D
Common Stock^F7	Mar 11, 2015	S	400	$61.58	D	136,227	D

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)^F8	$2.94	Mar 9, 2015	M	21,000	D	—	Jul 14, 2021	Common Stock	21,000	136,008	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.
F2The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 27, 2014.
F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.38 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 (3), (4), (6) and (7) to this Form 4.
F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.38 to $62.53, inclusive.
F5The reported shares were sold to satisfy the Reporting Person's tax liability in connection with the vesting of restricted stock units.
F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.35 to $61.31, inclusive.
F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.36 to $61.88, inclusive.
F8The option, representing a right to purchase a total of 1,000,000 shares, is subject to an early exercise provision pursuant to which one-fourth of the shares subject to the option vested on July 15, 2012 and one forty-eighth of the shares vest monthly thereafter.