Sec Form 4 Filing - STURIALE NICHOLAS G @ SPLUNK INC - 2012-07-25

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 STURIALE NICHOLAS G 2. Issuer Name and Ticker or Trading Symbol SPLUNK INC [ SPLK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O SEVIN ROSEN FUNDS, 13455 NOEL ROAD, SUITE 1670 3. Date of Earliest Transaction (MM/DD/YY) 07/25/2012 (Street) DALLAS, TX75240 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 1,945,363 D $ 27.2613 14,486,269 I See Footnotes ( 1 ) ( 2 )

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 STURIALE NICHOLAS G C/O SEVIN ROSEN FUNDS 13455 NOEL ROAD, SUITE 1670 DALLAS, TX75240 X X BAYLESS JON W C/O SEVIN ROSEN FUNDS 13455 NOEL ROAD, SUITE 1670 DALLAS, TX75240 X DOMENIK STEPHEN L C/O SEVIN ROSEN FUNDS 13455 NOEL ROAD, SUITE 1670 DALLAS, TX75240 X DOW STEPHEN M C/O SEVIN ROSEN FUNDS 13455 NOEL ROAD, SUITE 1670 DALLAS, TX75240 X KIMZEY JACKIE R SEVIN ROSEN FUNDS 13455 NOEL ROAD, SUITE 1670 DALLAS,, TX75240 X PHIPPS CHARLES H C/O SEVIN ROSEN FUNDS 13455 NOEL ROAD, SUITE 1670 DALLAS, TX75240 X SCHUELE ALAN R C/O SEVIN ROSEN FUNDS 13455 NOEL ROAD, SUITE 1670 DALLAS, TX75240 X JAGGERS JOHN V C/O SEVIN ROSEN FUNDS 13455 NOEL ROAD, SUITE 1670 DALLAS, TX75240 X Signatures John V. Jaggers, As Attorney-In-Fact For Nicholas G. Sturiale 07/25/2012 Signature of Reporting Person Date John V. Jaggers, As Attorney-In-Fact For Jon W. Bayless 07/25/2012 Signature of Reporting Person Date John V. Jaggers, As Attorney-In-Fact For Stephen L. Domenik 07/25/2012 Signature of Reporting Person Date John V. Jaggers, As Attorney-In-Fact For Stephen M. Dow 07/25/2012 Signature of Reporting Person Date John V. Jaggers, As Attorney-In-Fact For Jackie R. Kimzey 07/25/2012 Signature of Reporting Person Date John V. Jaggers, As Attorney-In-Fact For Charles H. Phipps 07/25/2012 Signature of Reporting Person Date John V. Jaggers, As Attorney-In-Fact For Alan R. Schuele 07/25/2012 Signature of Reporting Person Date John V. Jaggers 07/25/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Following the reported transaction, 14,167,542 shares are held directly by Sevin Rosen Fund VIII L.P. ("SRF VIII"), 289,117 shares held directly by Sevin Rosen VIII Affiliates Fund L.P. ("SRVIII AFF"), and 29,610 shares held directly by Sevin Rosen Bayless Management Company ("SRBMC"). ( 2 )Nicholas G. Sturiale ("Sturiale"), Jon W. Bayless ("Bayless"), Stephen M. Dow ("Dow"), Stephen L. Domenik ("Domenik"), John V. Jaggers ("Jaggers"), Jackie R. Kimzey ("Kimzey"), Charles H. Phipps ("Phipps") and Alan R. Schuele ("Schuele") are general partners of SRB Associates VIII L.P. ("SRB"), the general partner of SRFVIII and SRVIII AFF, and disclaim beneficial ownership of the shares held by SRFVIII and SRVIII AFF, except to the extent of their pecuniary interest in such shares. Sturiale, Bayless, Dow, Domenik, Jaggers, Kimzey, Phipps and Schuele are officers and directors of SRBMC and disclaim beneficial ownership of the shares held directly by SRBMC, in which they have no pecuniary interest. On July 1, 2012, Sturiale became a general partner of SRB and holds shared voting and investment powers with the other general partners, relative to the shares held of record by SRFVIII and SRVIII AFF.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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