SEC FORM 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Smith Christian

(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 Revenue Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2023

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	12/19/2023		A		11,926⁽¹⁾	A	$0.00	113,069	D
Common Stock	12/19/2023		A		13,766⁽²⁾	A	$0.00	126,835	D
Common Stock	12/19/2023		F		27,573	D	$151.97	99,262	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. Represents performance-based restricted share units granted to the reporting person on March 9, 2022 and that were scheduled to vest or be forfeited based on the attainment of performance-based vesting conditions during the performance period ending on February 29, 2024. In connection with that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Cisco Systems, Inc., a Delaware corporation ("Parent"), and Spirit Merger Corp., a Delaware corporation and wholly owned subsidiary of Parent, the Talent & Compensation Committee of the Board of Directors of the Issuer (the "Committee") accelerated the vesting and settlement of such restricted share units. The reporting person has signed a 280G Mitigation Acknowledgment as described in the Issuer's Current Report on Form 8-K filed on December 21, 2023, and the accelerated restricted share units are subject to certain forfeiture conditions.

2. Represents performance-based restricted share units granted to the reporting person on March 16, 2023 and that were scheduled to vest or be forfeited based on the attainment of performance-based vesting conditions during the performance period ending on February 28, 2025. In connection with that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Cisco Systems, Inc., a Delaware corporation ("Parent"), and Spirit Merger Corp., a Delaware corporation and wholly owned subsidiary of Parent, the Talent & Compensation Committee of the Board of Directors of the Issuer (the "Committee") accelerated the vesting and settlement of such restricted share units. The reporting person has signed a 280G Mitigation Acknowledgment as described in the Issuer's Current Report on Form 8-K filed on December 21, 2023, and the accelerated restricted share units are subject to certain forfeiture conditions.

Remarks:

	/s/ Steve Dean, by power of attorney	12/21/2023
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Smith Christian was granted 25,692 shares and covered exercise/tax liability with 27,573 shares, decreasing direct ownership by 2% to 99,262 units (SEC Form 4)