SEC Form 4 · accession 0001209191-15-042430

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

May 11, 2015

Accepted (ET)

May 13, 2015 · 5:57 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	May 11, 2015	M	16,666	$0.565	A	645,850	D
Common Stock^F2	May 11, 2015	S	48,798	$67.74	D	597,052	D
Common Stock^F3	May 11, 2015	S	1,200	$68.46	D	595,852	D
Common Stock	May 12, 2015	M	16,666	$0.565	A	612,518	D
Common Stock^F4	May 12, 2015	S	3,755	$66.61	D	608,763	D
Common Stock^F5	May 12, 2015	S	12,711	$67.62	D	596,052	D
Common Stock	May 12, 2015	S	200	$68.15	D	595,852	D
Common Stock	May 13, 2015	M	16,668	$0.565	A	612,520	D
Common Stock^F6	May 13, 2015	S	4,500	$68.25	D	608,020	D
Common Stock^F7	May 13, 2015	S	5,669	$69.05	D	602,351	D
Common Stock^F8	May 13, 2015	S	6,499	$69.77	D	595,852	D
Common Stock^F9	holding	—	—		—	1,100,000	I	See footnote
Common Stock^F10	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)^F11	$0.565	May 11, 2015	M	16,666	D	—	Sep 16, 2018	Common Stock	16,666	1,920,849	D
Employee Stock Option (right to buy)^F11	$0.565	May 12, 2015	M	16,666	D	—	Sep 16, 2018	Common Stock	16,666	1,904,183	D
Employee Stock Option (right to buy)^F11	$0.565	May 13, 2015	M	16,668	D	—	Sep 16, 2018	Common Stock	16,668	1,887,515	D

Explanation of responses

F1The 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.
F10Shares 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.
F11The option is fully vested and immediately exercisable.
F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.33 to $68.28, 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 (2) through (8) to this Form 4.
F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.345 to $68.49, inclusive.
F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.14 to $66.91, inclusive.
F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.14 to $68.09, inclusive.
F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.615 to $68.61, inclusive.
F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.62 to $69.61, inclusive.
F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.63 to $69.98, inclusive.
F9Shares held directly by the Godfrey and Suzanne Sullivan Revocable Trust dated December 5, 2000 for which the Reporting Person serves as a trustee.