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Form 4 SPLUNK INC For: Mar 09 Filed by: SULLIVAN GODFREY

March 11, 2015 8:16 PM EDT
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
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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).
1. Name and Address of Reporting Person *
SULLIVAN GODFREY
(Last) (First) (Middle)
C/O SPLUNK INC.
250 BRANNAN STREET
(Street)
SAN FRANCISCO CA 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President, CEO & Chairman
3. Date of Earliest Transaction (Month/Day/Year)
03/09/2015
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)
Code V Amount (A) or (D) Price
Common Stock 03/09/2015   A   50,000 (1) A $ 0 746,048 (2) D  
Common Stock 03/09/2015   M   16,666 A $ 0.565 762,714 D  
Common Stock 03/09/2015   S (3)   32,932 D $ 61.78 (4) 729,782 D  
Common Stock 03/09/2015   S (3)   400 D $ 62.5 (5) 729,382 D  
Common Stock 03/10/2015   M   16,666 A $ 0.565 746,048 D  
Common Stock 03/10/2015   S (3)   16,166 D $ 60.65 (6) 729,882 D  
Common Stock 03/10/2015   S (3)   500 D $ 61.25 (7) 729,382 D  
Common Stock 03/11/2015   M   16,668 A $ 0.565 746,050 D  
Common Stock 03/11/2015   S (3)   14,368 D $ 60.96 (8) 731,682 D  
Common Stock 03/11/2015   S (3)   2,300 D $ 61.62 (9) 729,382 D  
Common Stock               1,100,000 (10) I See footnote (11)
Common Stock               12,700 I See footnote (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 (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 0.565 03/09/2015   M     16,666   (13) 09/16/2018 Common Stock 16,666 $ 0 2,020,849 D  
Employee Stock Option (right to buy) $ 0.565 03/10/2015   M     16,666   (13) 09/16/2018 Common Stock 16,666 $ 0 2,004,183 D  
Employee Stock Option (right to buy) $ 0.565 03/11/2015   M     16,668   (13) 09/16/2018 Common Stock 16,668 $ 0 1,987,515 D  
Explanation of Responses:
1. The reported securities are represented by restricted stock units ("RSUs"). Twenty-five percent of the RSUs vest on March 10, 2016 and 1/16th of the RSUs shall vest quarterly thereafter.
2. Includes 500,000 shares previously held directly by the Godfrey and Suzanne Sullivan Revocable Trust dated December 5, 2000 for which the Reporting Person serves as a trustee (the "Trust") which were re-registered on February 24, 2015 and are now held directly by the Reporting Person.
3. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 23, 2014.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.37 to $62.34, inclusive. The Reporting Person undertakes to provide to 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 within the ranges set forth in footnotes (4) through (9) to this Form 4.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.39 to $62.53, inclusive.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.20 to $61.14, inclusive.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.20 to $61.39, inclusive.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.39 to $61.38, inclusive.
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.39 to $62.02, inclusive.
10. Excludes 500,000 shares previously held directly by the Trust which were re-registered on February 24, 2015 and are now held directly by the Reporting Person.
11. Shares held directly by the Trust.
12. Shares held directly by the Reporting Person's younger daughter. The Reporting Person disclaims beneficial ownership of the shares, and this report should not be deemed an admission that the Reporting Person is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.
13. The option is fully vested and immediately exercisable.
/s/ Steve Dean, by power of attorney 03/11/2015
** 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.

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