Sec Form 4 Filing - AUGUST CAPITAL MANAGEMENT III LLC @ SPLUNK INC - 2012-07-25

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
AUGUST CAPITAL MANAGEMENT III LLC
2. Issuer Name and Ticker or Trading Symbol
SPLUNK INC [ SPLK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O AUGUST CAPITAL, 2480 SAND HILL ROAD, SUITE 101
3. Date of Earliest Transaction (MM/DD/YY)
07/25/2012
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 07/25/2012 S 1,950,903 D $ 27.2613 14,455,687 I See footnotes ( 1 ) ( 2 )
Common Stock 07/25/2012 S 2,605 D $ 27.2613 19,305 I See footnotes ( 3 ) ( 4 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
AUGUST CAPITAL MANAGEMENT III LLC
C/O AUGUST CAPITAL
2480 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
AUGUST CAPITAL III LP
C/O AUGUST CAPITAL
2480 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
AUGUST CAPITAL STRATEGIC PARTNERS III LP
C/O AUGUST CAPITAL
2480 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
AUGUST CAPITAL III FOUNDERS FUND LP
C/O AUGUST CAPITAL
2480 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
August Capital Management V, L.L.C.
C/O AUGUST CAPITAL
2480 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
August Capital V, L.P.
C/O AUGUST CAPITAL
2480 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
August Capital Strategic Partners V, L.P.
C/O AUGUST CAPITAL
2480 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
JOHNSTON JOHN R
C/O AUGUST CAPITAL
2480 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
MARQUARDT DAVID F
C/O AUGUST CAPITAL
2480 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
RAPPAPORT ANDREW
C/O AUGUST CAPITAL
2480 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Signatures
/s/ Steven Simonian, by power of attorney for August Capital Management III, L.L.C. 07/25/2012
Signature of Reporting Person Date
/s/ Steven Simonian, by power of attorney for August Capital Management III, L.L.C., the General Partner of August Capital III, L.P. 07/25/2012
Signature of Reporting Person Date
/s/ Steven Simonian, by power of attorney for August Capital Management III, L.L.C., the General Partner of August Capital Strategic Partners III, L.P. 07/25/2012
Signature of Reporting Person Date
/s/ Steven Simonian, by power of attorney for August Capital Management III, L.L.C., the General Partner of August Capital III Founders Fund, L.P. 07/25/2012
Signature of Reporting Person Date
/s/ Steven Simonian, by power of attorney for August Capital Management V, L.L.C. 07/25/2012
Signature of Reporting Person Date
/s/ Steven Simonian, by power of attorney for August Capital Management V, L.L.C., the General Partner of August Capital V, L.P. 07/25/2012
Signature of Reporting Person Date
/s/ Steven Simonian, by power of attorney for August Capital Management V, L.L.C., the General Partner of August Capital Strategic Partners V, L.P. 07/25/2012
Signature of Reporting Person Date
/s/ Steven Simonian, by power of attorney for John R. Johnston 07/25/2012
Signature of Reporting Person Date
/s/ Steven Simonian, by power of attorney for David F. Marquardt 07/25/2012
Signature of Reporting Person Date
/s/ Steven Simonian, by power of attorney for Andrew S. Rappaport 07/25/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares held of record by August Capital III, L.P. ("August III"), as nominee for August III (13,230,054 shares), August Capital Strategic Partners III, L.P. (241,121 shares)("August Strategic III"), August Capital III Founders Fund (742,156 shares)("August III Founders") and related individuals. August Capital Management III, L.L.C. ("ACM III"), the general partner of each of August III, August Strategic III and August III Founders, may be deemed to have sole voting and investment power over the reported shares of the Issuer's common stock. John R. Johnston, David F. Marquardt and Andrew S. Rappaport, as members of ACM III, share voting and investment power over the reported shares of the Issuer's common stock.
( 2 )August III, August Strategic III, August III Founders and ACM III and each of its members disclaim beneficial ownership of these shares of Issuer's common stock except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that August III, August Strategic III, August III Founders or ACM III or any of its members is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
( 3 )Shares held of record by August Capital V, L.P. ("August V"), as nominee for August V (19,007 shares), August Capital Strategic Partners V, L.P. (162 shares) ("August Strategic V") and related individuals. August Capital Management V, L.L.C. ("ACM V"), the general partner of each of August V and August Strategic V, may be deemed to have sole voting and investment power over the reported shares of the Issuer's common stock.
( 4 )Howard Hartenbaum, David M. Hornik, John R. Johnston, David F. Marquardt, Vivek Mehra and Andrew S. Rappaport, as members of ACM V, share voting and investment power over the reported shares of the Issuer's common stock. August V, August Strategic V and ACM V and each of its members disclaim beneficial ownership of these shares of the Issuer's common stock except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that August V, August Strategic V or ACM V or any of its members is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

Remarks:
John R. Johnston, David F. Marquardt and Andrew S. Rappaport are the members of ACM III, which serves as the general partner to each of August III, August Strategic III and August III Founders. Howard Hartenbaum, David M. Hornik, John R. Johnston, David F. Marquardt, Vivek Mehra and Andrew S. Rappaport are the members of ACM V, which serves as the general partner to each of August V and August Strategic V. Each such person disclaims the existence of a "group" and disclaims beneficial ownership of any securities except to the extent of such person's pecuniary interest in such securities. *This report is one of two reports, each on a separate Form 4, but relating to the same transaction being filed by entities affiliated with August Capital and their applicable members.*

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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