Edgar Filing: JK&B CAPITAL IV LP

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

JK&B Capital IV, L.L.C.

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 JK&B CAPITAL, TWO PRUDENTIAL PLAZA, 180 N. STETSON AVENUE, SUITE 4500

3. Date of Earliest Transaction (Month/Day/Year)
04/24/2012

(Street)

CHICAGO, IL 60601

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/24/2012		C		12,997,790	A	⁽¹⁾ ⁽²⁾	12,997,790	I	See footnote ⁽³⁾
Common Stock	04/24/2012		C		1,130,242	A	⁽¹⁾ ⁽²⁾	1,130,242	I	See footnote ⁽⁴⁾

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series B Preferred Stock

⁽¹⁾

04/24/2012

11,208,120

⁽¹⁾

Common Stock

11,208,120

$ 0

See footnote ⁽³⁾

Series B Preferred Stock

⁽¹⁾

04/24/2012

974,620

⁽¹⁾

Common Stock

974,620

$ 0

See footnote ⁽⁴⁾

Series C Preferred Stock

⁽²⁾

04/24/2012

1,789,670

⁽²⁾

Common Stock

1,789,670

$ 0

See footnote ⁽³⁾

Series C Preferred Stock

⁽²⁾

04/24/2012

155,622

⁽²⁾

Common Stock

155,622

$ 0

See footnote ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
JK&B Capital IV, L.L.C. C/O JK&B CAPITAL, TWO PRUDENTIAL PLAZA 180 N. STETSON AVENUE, SUITE 4500 CHICAGO, IL 60601		X
JK&B Management IV, L.P. C/O JK&B CAPITAL, TWO PRUDENTIAL PLAZA 180 N. STETSON AVENUE, SUITE 4500 CHICAGO, IL 60601		X
JK&B CAPITAL IV LP C/O JK&B CAPITAL, TWO PRUDENTIAL PLAZA 180 N. STETSON AVENUE, SUITE 4500 CHICAGO, IL 60601		X
JK&B CAPITAL IV QIP LP C/O JK&B CAPITAL, TWO PRUDENTIAL PLAZA 180 N. STETSON AVENUE, SUITE 4500 CHICAGO, IL 60601		X
KRONFELD DAVID C/O JK&B CAPITAL, TWO PRUDENTIAL PLAZA 180 N. STETSON AVENUE, SUITE 4500 CHICAGO, IL 60601		X

Signatures

/s/ JK&B Capital IV, L.L.C., by Nancy O'Leary, by power of attorney for David Kronfeld, its Managing Member		04/24/2012
^**Signature of Reporting Person		Date
/s/ JK&B Management IV, L.P., by JK&B Capital IV, L.L.C., its General Partner, by Nancy O'Leary, by power of attorney for David Kronfeld, its Managing Member		04/24/2012
^**Signature of Reporting Person		Date
/s/ JK&B Capital IV, L.P., by JK&B Management IV, L.P., its General Partner, by JK&B Capital IV, L.L.C., its General Partner, by Nancy O'Leary, by power of attorney for David Kronfeld, its Managing Member		04/24/2012
^**Signature of Reporting Person		Date
/s/ JK&B Capital IV QIP, L.P., by JK&B Management IV, L.P., its General Partner, by JK&B Capital IV, L.L.C., its General Partner, by Nancy O'Leary, by power of attorney for David Kronfeld, its Managing Member		04/24/2012
^**Signature of Reporting Person		Date
/s/ Nancy O'Leary, by power of attorney for David Kronfeld		04/24/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The Series B Preferred Stock automatically converted into Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date.
(2)	The Series C Preferred Stock automatically converted into Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date.
(3)	Shares are held directly by JK&B Capital IV, L.P. ("JK&B"). JK&B Management IV, L.P. ("JK&B Management") is the general partner of JK&B. David Kronfeld ("Kronfeld") is the managing member of JK&B Capital IV, L.L.C. ("JK&B Capital"), the general partner of JK&B Management. Each of JK&B Management, JK&B Capital and Kronfeld may be deemed to have sole voting and dispositive power over the shares which are held directly by JK&B, but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
(4)	Shares are held directly by JK&B Capital IV QIP, L.P. ("JK&B QIP"). JK&B Management is the general partner of JK&B QIP. Kronfeld is the managing member of JK&B Capital, the general partner of JK&B Management. Each of JK&B Management, JK&B Capital and Kronfeld may be deemed to have sole voting and dispositive power over the shares which are held directly by JK&B QIP, but each disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.

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