Sec Form 4 Filing - STURIALE NICHOLAS G @ SPLUNK INC - 2013-03-22

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 _____ 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) 03/22/2013 (Street) DALLAS, TX75240 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 03/22/2013 S 5,577 D $ 38.6967 ( 1 ) 0 I See Footnote ( 2 ) Common Stock 3,070,097 I See Footnote ( 3 ) Common Stock 62,461 I See Footnote ( 4 ) Common Stock 111 I See Footnote ( 5 ) Common Stock 515 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 (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 Signatures John V. Jaggers, As Attorney-In-Fact 03/25/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.37 to $39.00, inclusive. The reporting person undertakes to provide 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. ( 2 )The shares are held directly by Sevin Rosen Bayless Management Company ("SRBMC"). The reporting person is an officer and director of SRBMC and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in such shares. ( 3 )The shares are held directly by Sevin Rosen Fund VIII L.P. ("SRFVIII"). The reporting person is a general partner of SRB Associates VIII L.P. ("SRBA VIII"), the general partner of SRFVIII, and disclaims beneficial ownership of the shares held by SRFVIII except to the extent of his pecuniary interest in such shares. ( 4 )The shares are held directly by Sevin Rosen VIII Affiliates Fund L.P. ("SRVIII AFF"). The reporting person is a general partner of SRBA VIII, the general partner of SRVIII AFF, and disclaims beneficial ownership of the shares held by SRVIII AFF except to the extent of his pecuniary interest in such shares. ( 5 )The shares are held by SRBA VIII. The reporting person is a general partner of SRBA VIII and disclaims beneficial ownership of the shares held by SRBA VIII execpt to the extent of his pecuniary interest in such shares.

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).

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