Sec Form 4 Filing - STURIALE NICHOLAS G @ SPLUNK INC - 2012-10-16

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) 10/16/2012 (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 10/16/2012 J 5,600,000 ( 1 ) D $ 0 8,070,097 I ( 1 ) See Footnote Common Stock 10/16/2012 J 114,000 ( 2 ) D $ 0 164,961 I ( 2 ) See Footnote Common Stock 10/16/2012 J 10,174 ( 3 ) A $ 0 38,748 I ( 3 ) See Footnote Common Stock 10/16/2012 J 59 ( 4 ) A $ 0 59 I ( 4 ) See Footnote Common Stock 10/16/2012 J 271 A $ 0 271 D ( 5 ) Common Stock 10/16/2012 J 7,741 A $ 0 7,741 D ( 6 ) Common Stock 10/16/2012 J 8,505 A $ 0 8,505 D ( 7 ) Common Stock 10/16/2012 J 16,050 A $ 0 16,050 I ( 8 ) See Footnote Common Stock 10/16/2012 J 11,895 A $ 0 11,895 D ( 9 ) Common Stock 10/16/2012 J 7,741 A $ 0 7,741 D ( 10 ) Common Stock 10/16/2012 J 14,008 A $ 0 14,008 I ( 11 ) See Footnote Common Stock 10/16/2012 J 7,741 A $ 0 7,741 D ( 12 )

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 JAGGERS JOHN V 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 Signatures John V. Jaggers, As Attorney-In-Fact For Nicholas G. Sturiale 10/18/2012 Signature of Reporting Person Date John V. Jaggers, As Attorney-In-Fact For Jon W. Bayless 10/18/2012 Signature of Reporting Person Date John V. Jaggers, As Attorney-In-Fact For Stephen L. Domenik 10/18/2012 Signature of Reporting Person Date John V. Jaggers, As Attorney-In-Fact Stephen M. Dow 10/18/2012 Signature of Reporting Person Date John V. Jaggers 10/18/2012 Signature of Reporting Person Date John V. Jaggers, As Attorney-In-Fact For Jackie R. Kimzey 10/18/2012 Signature of Reporting Person Date John V. Jaggers, As Attorney-In-Fact For Charles H. Phipps 10/18/2012 Signature of Reporting Person Date John V. Jaggers, As Attorney-In-Fact For Alan R. Schuele 10/18/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )5,600,000 common shares distributed pro rata by Sevin Rosen Fund VIII L.P. ("SRFVIII") without additional consideration to its partners pursuant to the applicable partnership agreement. Nicholas G. Sturiale ("Sturiale"), Jon W. Bayless ("Bayless"), Stephen L. Domenik ("Domenik"), Stephen M. Dow ("Dow"), 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 disclaim beneficial ownership of these shares except to the extent of their proportionate interest in these shares. ( 2 )114,000 common shares distributed pro rata by Sevin Rosen VIII Affiliates Fund L.P. ("SRVIII AFF") without additional consideration to its partners. Sturiale, Bayless, Domenik, Dow, Jaggers, Kimzey, Phipps and Schuele are general partners of SRB, the general partner of SRVIII AFF, and disclaim beneficial ownership of these shares except to the extent of their proportionate interest in these shares. ( 3 )10,174 common shares held directly by SRBMC that were acquired (and subsquently retained) in a pro rata distribution from SRVIII AFF to its partners. Sturiale, Bayless, Domenik, Dow, Jaggers, Kimzey, Phipps and Schuele are officers and directors of SRBMC and disclaim beneficial ownership or pecuniary interest in the shares held by SRBMC, except to the extent of their proportionate or pecuniary interest in these shares. ( 4 )59 common shares held directly by SRB that were acquired (and subsequently retained) in a pro rata distribution from SRVIII AFF to its partners. Sturiale, Bayless, Domenik, Dow, Jaggers, Kimzey, Phipps and Schuele are general partners of SRB and disclaim beneficial ownership of these shares except to the extent of their proportionate interest in these shares. ( 5 )Represents 271 common shares held directly by Sturiale that were acquired in a pro rata distirbution from SRVIII AFF to its partners. ( 6 )Represents 7,741 common shares held directly by Bayless that were acquired in a pro rata distribuiton by SRVIII AFF to its partners. ( 7 )Represents 8,505 common shares held directly by Domenik that were acquired in a pro rata distribution by SRVIII AFF to its partners. ( 8 )Represents 16,050 common shares held by The Dow Family Trust ("Dow Trust") that were acquired in a pro rata distribution by SRVIII AFF to its partners. Dow is a trustee and beneficiary of the Dow Trust. ( 9 )Represents 11,895 common shares held directly by Jaggers that were acquired in a pro rata distribution from SRVIII AFF to its partners. ( 10 )Represents 7,741 common shares held directly by Kimzey that were acquired in a pro rata distribution by SRVIII AFF to its partners. ( 11 )Represents 14,008 common shares held directly by Las Trampas Financial Services Ltd. ("Las Trampas") that were acquired in a pro rata distribution by SRVIII AFF to its parnters. Phipps is a General Partner of Las Trampas. ( 12 )Represents 7,741 common shares held directly by Schuele that were acquired in a pro rata distribution from SRVIII AFF to its partners.

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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