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 * 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 (Month/Day/Year) 01/28/2013 (Street) DALLAS, TX 75240 4. If Amendment, Date 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 (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) Code V Amount (A) or (D) Price Common Stock 01/28/2013   J(1)   2,000,000 D $ 0 6,070,097 I See Footnote (2) Common Stock 01/28/2013   J(1)   40,000 D $ 0 124,961 I See Footnote (3) Common Stock 01/28/2013   J(4)   3,570 A $ 0 20,357 I See Footnote (5) Common Stock 01/28/2013   J(4)   20 A $ 0 79 I See Footnote (6) Common Stock 01/28/2013   J(4)   95 A $ 0 366 D

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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

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, TX 75240	X

Signatures

John V. Jaggers, As Attorney-In-Fact		01/30/2013
**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)	Represents a pro rata in-kind distribution, without additonal consideration, of Common Stock of the Issuer.
(2)	The shares are directly held 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.
(3)	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.
(4)	Represents the receipt of shares of Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnotes (1) and (3) above.
(5)	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 the shares held by SRBMC except to the extent of his pecuniary interest in such shares.
(6)	The shares are held directly by SRBA VIII. The reporting person is a general partner of SRBA VIII and disclaims beneficial ownership of the shares held by SRBA VIII except to the extent of his pecuniary interest in such shares.

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