SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No.    )*

 

SPLUNK INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

848637104

(CUSIP Number)

December 31, 2012

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

 


 

 

1

Name of Reporting Persons
Sevin Rosen Fund VIII L.P. (“SR VIII”)

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
8,070,097 shares, except that SRB Associates VIII L.P. (“SRB VIII”), the general partner of SR VIII, may be deemed to have sole power to vote these shares, and Jon W. Bayless (“Bayless”), Stephen L. Domenik (“Domenik”), Stephen M. Dow (“Dow”), John V. Jaggers (“Jaggers”), Charles H. Phipps (“Phipps), Jackie R. Kimzey (“Kimzey”), Alan R. Schuele (“Schuele”) and Nicholas G. Sturiale (“Sturiale”), the general partners of SRB VIII, may be deemed to have shared power to vote these shares.

 

6

Shared Voting Power
See response to row 5.

 

7

Sole Dispositive Power
8,070,097 shares, except that SRB VIII, the general partner of SR VIII, may be deemed to have sole power to dispose of these shares, and Bayless, Domenik, Dow, Jaggers, Phipps, Kimzey, Schuele and Sturiale, the general partners of SRB VIII, may be deemed to have shared power to dispose of these shares.

 

8

Shared Dispositive Power
See response to row 7.

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
8,070,097

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
8.0%

 

 

12

Type of Reporting Person*
PN

 

2


 

 

1

Name of Reporting Persons
Sevin Rosen VIII Affiliates Fund L.P. (“SR VIII A”)

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
164,961 shares, except that SRB VIII, the general partner of SR VIII A, may be deemed to have sole power to vote these shares, and Bayless, Domenik, Dow, Jaggers, Phipps, Kimzey, Schuele and Sturiale, the general partners of SRB VIII, may be deemed to have shared power to vote these shares.

 

6

Shared Voting Power
See response to row 5.

 

7

Sole Dispositive Power
164,961 shares, except that SRB VIII, the general partner of SR VIII A, may be deemed to have sole power to dispose of these shares, and Bayless, Domenik, Dow, Jaggers, Phipps, Kimzey, Schuele and Sturiale, the general partners of SRB VIII, may be deemed to have shared power to dispose of these shares.

 

8

Shared Dispositive Power
See response to row 7.

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
164,961

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
0.2%

 

 

12

Type of Reporting Person*
PN

 

3


 

 

1

Name of Reporting Persons
SRB Associates VIII L.P. (“SRB VIII”)

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
8,235,117 shares, of which 8,070,097 are directly owned by SR VIII, 164,961 are directly owned by SR VIII A and 59 are directly owned by SRB VIII.  SRB VIII, the general partner of SR VIII and SR VIII A, may be deemed to have sole power to vote these shares, and Bayless, Domenik, Dow, Jaggers, Phipps, Kimzey, Schuele and Sturiale, the general partners of SRB VIII, may be deemed to have shared power to vote these shares.

 

6

Shared Voting Power
See response to row 5.

 

7

Sole Dispositive Power
8,235,117 shares, of which 8,070,097 are directly owned by SR VIII, 164,961 are directly owned by SR VIII A and 59 are directly owned by SRB VIII. SRB VIII, the general partner of SR VIII and SR VIII A, may be deemed to have sole power to dispose of these shares, and Bayless, Domenik, Dow, Jaggers, Phipps, Kimzey, Schuele and Sturiale, the general partners of SRB VIII, may be deemed to have shared power to dispose of these shares.

 

8

Shared Dispositive Power
See response to row 7.

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
8,235,117

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
8.2%

 

 

12

Type of Reporting Person*
PN

 

4


 

 

1

Name of Reporting Persons
Sevin Rosen Bayless Management Company (“SRBMC”)

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
16,787 shares are directly owned by SRBMC.  Bayless, Domenik, Dow, Jaggers, Phipps, Kimzey, Schuele and Sturiale are officers and directors of SRBMC and may be deemed to have shared power to vote these shares.

 

6

Shared Voting Power
See response to row 5.

 

7

Sole Dispositive Power
16,787 shares are directly owned by SRBMC.  Bayless, Domenik, Dow, Jaggers, Phipps, Kimzey, Schuele and Sturiale are officers and directors of SRBMC and may be deemed to have shared power to dispose of these shares.

 

8

Shared Dispositive Power
See response to row 7.

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
16,787

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
0.0%

 

 

12

Type of Reporting Person*
PN

 

5


 

 

1

Name of Reporting Persons
Jon W. Bayless (“Bayless”)

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
U.S. Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0 shares

 

6

Shared Voting Power
8,251,904 shares, of which 8,070,097 are directly owned by SR VIII, 164,961 are directly owned by SR VIII A, 59 are directly owned by SRB VIII, and 16,787 are directly owned by SRBMC.  Bayless is a general partner of SRB VIII, the general partner of SR VIII and SR VIII A, and an officer and director of SRBMC, and may be deemed to have shared power to vote these shares.

 

7

Sole Dispositive Power
0 shares

 

8

Shared Dispositive Power
8,251,904 shares, of which 8,070,097 are directly owned by SR VIII, 164,961 are directly owned by SR VIII A, 59 are directly owned by SRB VIII, and 16,787 are directly owned by SRBMC.  Bayless is a general partner of SRB VIII, the general partner of SR VIII and SR VIII A, and an officer and director of SRBMC, and may be deemed to have shared power to dispose of these shares.

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
8,251,904

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
8.2%

 

 

12

Type of Reporting Person*
IN

 

6


 

 

1

Name of Reporting Persons
Stephen L. Domenik (“Domenik”)

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
U.S. Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
8,505 shares

 

6

Shared Voting Power
8,251,904 shares, of which 8,070,097 are directly owned by SR VIII, 164,961 are directly owned by SR VIII A, 59 are directly owned by SRB VIII, and 16,787 are directly owned by SRBMC.  Domenik is a general partner of SRB VIII, the general partner of SR VIII and SR VIII A, and an officer and director of SRBMC, and may be deemed to have shared power to vote these shares.

 

7

Sole Dispositive Power
8,505 shares

 

8

Shared Dispositive Power
8,251,904 shares, of which 8,070,097 are directly owned by SR VIII, 164,961 are directly owned by SR VIII A, 59 are directly owned by SRB VIII, and 16,787 are directly owned by SRBMC.  Domenik is a general partner of SRB VIII, the general partner of SR VIII and SR VIII A, and an officer and director of SRBMC, and may be deemed to have shared power to dispose of these shares.

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
8,260,409

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
8.2%

 

 

12

Type of Reporting Person*
IN

 

7


 

 

1

Name of Reporting Persons
Stephen M. Dow (“Dow”)

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
U.S. Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
16,050 shares which are held by The Dow Family Trust (the “Dow Trust”).  Dow is a trustee and beneficiary of the Dow Trust and may be deemed to have sole power to vote these shares.

 

6

Shared Voting Power
8,251,904 shares, of which 8,070,097 are directly owned by SR VIII, 164,961 are directly owned by SR VIII A, 59 are directly owned by SRB VIII, and 16,787 are directly owned by SRBMC.  Dow is a general partner of SRB VIII, the general partner of SR VIII and SR VIII A, and an officer and director of SRBMC, and may be deemed to have shared power to vote these shares.

 

7

Sole Dispositive Power
16,050 shares which are held by the Dow Trust.  Dow is a trustee and beneficiary of the Dow Trust and may be deemed to have sole power to dispose of these shares.

 

8

Shared Dispositive Power
8,251,904 shares, of which 8,070,097 are directly owned by SR VIII, 164,961 are directly owned by SR VIII A, 59 are directly owned by SRB VIII, and 16,787 are directly owned by SRBMC.  Dow is a general partner of SRB VIII, the general partner of SR VIII and SR VIII A, and an officer and director of SRBMC, and may be deemed to have shared power to dispose of these shares.

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
8,267,954

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
8.2%

 

 

12

Type of Reporting Person*
IN

 

8


 

 

1

Name of Reporting Persons
John V. Jaggers (“Jaggers”)

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
U.S. Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
11,895 shares

 

6

Shared Voting Power
8,251,904 shares, of which 8,070,097 are directly owned by SR VIII, 164,961 are directly owned by SR VIII A, 59 are directly owned by SRB VIII, and 16,787 are directly owned by SRBMC.  Jaggers is a general partner of SRB VIII, the general partner of SR VIII and SR VIII A, and an officer and director of SRBMC, and may be deemed to have shared power to vote these shares.

 

7

Sole Dispositive Power
11,895 shares

 

8

Shared Dispositive Power
8,251,904 shares, of which 8,070,097 are directly owned by SR VIII, 164,961 are directly owned by SR VIII A, 59 are directly owned by SRB VIII, and 16,787 are directly owned by SRBMC.  Jaggers is a general partner of SRB VIII, the general partner of SR VIII and SR VIII A, and an officer and director of SRBMC, and may be deemed to have shared power to dispose of these shares.

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
8,263,799

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
8.2%

 

 

12

Type of Reporting Person*
IN

 

9


 

 

1

Name of Reporting Persons
Charles H. Phipps (“Phipps”)

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
U.S. Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
14,008 shares which are held by Las Trampas Financial Services, Ltd. (“Las Trampas”).  Phipps is a general partner of Las Trampas and may be deemed to have sole power to vote these shares.

 

6

Shared Voting Power
8,251,904 shares, of which 8,070,097 are directly owned by SR VIII, 164,961 are directly owned by SR VIII A, 59 are directly owned by SRB VIII, and 16,787 are directly owned by SRBMC.  Phipps is a general partner of SRB VIII, the general partner of SR VIII and SR VIII A, and an officer and director of SRBMC, and may be deemed to have shared power to vote these shares.

 

7

Sole Dispositive Power
14,008 shares which are held by Las Trampas.  Phipps is a general partner of Las Trampas and may be deemed to have sole power to dispose of these shares.

 

8

Shared Dispositive Power
8,251,904 shares, of which 8,070,097 are directly owned by SR VIII, 164,961 are directly owned by SR VIII A, 59 are directly owned by SRB VIII, and 16,787 are directly owned by SRBMC.  Phipps is a general partner of SRB VIII, the general partner of SR VIII and SR VIII A, and an officer and director of SRBMC, and may be deemed to have shared power to dispose of these shares.

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
8,265,912

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
8.2%

 

 

12

Type of Reporting Person*
IN

 

10


 

 

1

Name of Reporting Persons
Jackie R. Kimzey (“Kimzey”)

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
U.S. Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
7,741 shares

 

6

Shared Voting Power
8,251,904 shares, of which 8,070,097 are directly owned by SR VIII, 164,961 are directly owned by SR VIII A, 59 are directly owned by SRB VIII, and 16,787 are directly owned by SRBMC.  Kimzey is a general partner of SRB VIII, the general partner of SR VIII and SR VIII A, and an officer and director of SRBMC, and may be deemed to have shared power to vote these shares.

 

7

Sole Dispositive Power
7,741 shares

 

8

Shared Dispositive Power
8,251,904 shares, of which 8,070,097 are directly owned by SR VIII, 164,961 are directly owned by SR VIII A, 59 are directly owned by SRB VIII, and 16,787 are directly owned by SRBMC.  Kimzey is a general partner of SRB VIII, the general partner of SR VIII and SR VIII A, and an officer and director of SRBMC, and may be deemed to have shared power to dispose of these shares.

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
8,259,645

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
8.2%

 

 

12

Type of Reporting Person*
IN

 

11


 

 

1

Name of Reporting Persons
Alan R. Schuele (“Schuele”)

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
U.S. Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
7,741 shares

 

6

Shared Voting Power
8,251,904 shares, of which 8,070,097 are directly owned by SR VIII, 164,961 are directly owned by SR VIII A, 59 are directly owned by SRB VIII, and 16,787 are directly owned by SRBMC.  Schuele is a general partner of SRB VIII, the general partner of SR VIII and SR VIII A, and an officer and director of SRBMC, and may be deemed to have shared power to vote these shares.

 

7

Sole Dispositive Power
7,741 shares

 

8

Shared Dispositive Power
8,251,904 shares, of which 8,070,097 are directly owned by SR VIII, 164,961 are directly owned by SR VIII A, 59 are directly owned by SRB VIII, and 16,787 are directly owned by SRBMC.  Schuele is a general partner of SRB VIII, the general partner of SR VIII and SR VIII A, and an officer and director of SRBMC, and may be deemed to have shared power to dispose of these shares.

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
8,259,645

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
8.2%

 

 

12

Type of Reporting Person*
IN

 

12


 

 

1

Name of Reporting Persons
Nicholas G. Sturiale (“Sturiale”)

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
U.S. Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
97,146 shares, of which 271 are directly owned by Sturiale and 96,875 are issuable upon exercise of outstanding options within 60 days of December 31, 2012.

 

6

Shared Voting Power
8,251,904 shares, of which 8,070,097 are directly owned by SR VIII, 164,961 are directly owned by SR VIII A, 59 are directly owned by SRB VIII, and 16,787 are directly owned by SRBMC.  Sturiale is a general partner of SRB VIII, the general partner of SR VIII and SR VIII A, and an officer and director of SRBMC, and may be deemed to have shared power to vote these shares.

 

7

Sole Dispositive Power
97,146 shares, of which 271 are directly owned by Sturiale and 96,875 are issuable upon exercise of outstanding options within 60 days of December 31, 2012

 

8

Shared Dispositive Power
8,251,904 shares, of which 8,070,097 are directly owned by SR VIII, 164,961 are directly owned by SR VIII A, 59 are directly owned by SRB VIII, and 16,787 are directly owned by SRBMC. Sturiale is a general partner of SRB VIII, the general partner of SR VIII and SR VIII A, and an officer and director of SRBMC, and may be deemed to have shared power to dispose of these shares.

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
8,349,050

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11

Percent of Class Represented by Amount in Row 9
8.3%

 

 

12

Type of Reporting Person*
IN

 

13


 

Item 1(a)

Name of Issuer
Splunk Inc.

Item 1(b)

Address of Issuer’s Principal Executive Office
Splunk Inc.

250 Brannan Street

San Francisco, CA  94107

 

Item 2.

 

(a)

Name of Persons Filing
This Statement is filed by Sevin Rosen Fund VIII L.P., a Delaware limited partnership (“SR VIII”); Sevin Rosen VIII Affiliates Fund L.P., a Delaware limited partnership (“SR VIII A”);  SRB Associates VIII L.P., a Delaware limited partnership (“SRB VIII”); Sevin Rosen Bayless Management Company (“SRBMC”) a Texas corporation; Jon W. Bayless (“Bayless”); Stephen L. Domenik (“Domenik”); Stephen M. Dow (“Dow”); John V. Jaggers (“Jaggers”); Charles H. Phipps (“Phipps”); Jackie R. Kimzey (“Kimzey”);  Alan R. Schuele (“Schuele”); and Nicholas G. Sturiale (“Sturiale”).  The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

 

SRB VIII, the general partner of SR VIII and SR VIII A, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by SR VIII and SR VIII A.  Bayless, Domenik, Dow, Jaggers, Phipps, Kimzey, Schuele and Sturiale are general partners of SRB VIII and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by SR VIII and SR VIII A.

 

Bayless, Domenik, Dow, Jaggers, Phipps, Kimzey, Schuele and Sturiale are officers and directors of SRBMC and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by SRBMC.

 

(b)

Address of Principal Business Office or, if none, Residence
The address for each of the Reporting Persons is:

 

Sevin Rosen Funds

Two Galleria Tower

13455 Noel Road, Suite 1670

Dallas, TX  75240

 

(c)

Citizenship
SRVIII, SR VIII A and SRB VIII are Delaware limited partnerships.  SRMBC is a Texas corporation.  Bayless, Domenik, Dow, Jaggers, Phipps, Kimzey, Schuele and Sturiale are United States citizens.

 

(d)

Title of Class of Securities
Common Stock

 

(e)

CUSIP Number
848637104

 

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under Section 15 of the Act;

 

(b)

o

Bank as defined in Section 3(a)(6) of the Act;

 

(c)

o

Insurance company as defined in Section 3(a)(19) of the Act;

 

(d)

o

Investment company registered under Section 8 of the Investment Company Act of 1940;

 

(e)

o

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

 

(j)

o

A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

 

(k)

o

Group, in accordance with Rule 240.13d-1(b) (1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________

 

NOT APPLICABLE

 

14


 

Item 4.

Ownership

The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2012:

 

(a)

Amount beneficially owned:   

See Row 9 of cover page for each Reporting Person.

 

(b)

Percent of class:   

See Row 11 of cover page for each Reporting Person.

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

See Row 5 of cover page for each Reporting Person.

 

 

(ii)

Shared power to vote or to direct the vote:    

See Row 6 of cover page for each Reporting Person.

 

 

(iii)

Sole power to dispose or to direct the disposition of :  

See Row 7 of cover page for each Reporting Person.

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

See Row 8 of cover page for each Reporting Person.

 

Item 5.

Ownership of 5 Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following   o.

 

NOT APPLICABLE

 

 

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person

 

Under certain circumstances set forth in the limited partnership agreements of  SR VIII, SR VIII A and SRB VIII, the general and limited partners or stockholders, as the case may be, of each of such entities may be deemed the right to receive dividends from, or the proceeds from the sale of shares of the issuer owned by each such entity of which they are a partner or stockholder.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

 

NOT APPLICABLE

 

Item 8.

Identification and Classification of Members of the Group

 

NOT APPLICABLE

 

Item 9.

Notice of Dissolution of Group

 

NOT APPLICABLE

 

15


 

Item 10.

Certification

 

NOT APPLICABLE

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated:  February 8, 2013

 

SEVIN ROSEN FUND VI L.P.

/s/ John V. Jaggers

By SRB ASSOCIATES VI L.P.,

Signature

Its General Partner

 

 

John V. Jaggers

 

General Partner

 

 

SEVIN ROSEN VI AFFILIATES FUND L.P.

/s/ John V. Jaggers

By SRB ASSOCIATES VI L.P.,

Signature

Its General Partner

 

 

John V. Jaggers

 

General Partner

 

 

SRB ASSOCIATES VI L.P.

/s/ John V. Jaggers

 

Signature

 

 

 

John V. Jaggers

 

General Partner

 

 

SEVIN ROSEN FUND VIII L.P.

/s/ John V. Jaggers

By SRB ASSOCIATES VIII L.P.,

Signature

Its General Partner

 

 

John V. Jaggers

 

General Partner

 

 

SEVIN ROSEN VIII AFFILIATES FUND L.P.

/s/ John V. Jaggers

By SRB ASSOCIATES VIII L.P.,

Signature

Its General Partner

 

 

John V. Jaggers

 

General Partner

 

 

SRB ASSOCIATES VIII L.P.

/s/ John V. Jaggers

 

Signature

 

 

 

John V. Jaggers

 

General Partner

 

16


 

JON W. BAYLESS

/s/ John V. Jaggers

 

Signature

 

 

 

John V. Jaggers

 

Attorney-In-Fact

 

 

 

 

STEPHEN L. DOMENIK

/s/ John V. Jaggers

 

Signature

 

 

 

John V. Jaggers

 

Attorney-In-Fact

 

 

 

 

STEPHEN M. DOW

/s/ John V. Jaggers

 

Signature

 

 

 

John V. Jaggers

 

Attorney-In-Fact

 

 

 

 

JOHN V. JAGGERS

/s/ John V. Jaggers

 

Signature

 

 

 

 

CHARLES H. PHIPPS

/s/ John V. Jaggers

 

Signature

 

 

 

John V. Jaggers

 

Attorney-In-Fact

 

 

 

 

JACKIE R. KIMZEY

/s/ John V. Jaggers

 

Signature

 

 

 

John V. Jaggers

 

Attorney-In-Fact

 

 

 

 

ALAN R. SCHUELE

/s/ John V. Jaggers

 

Signature

 

 

 

John V. Jaggers

 

Attorney-In-Fact

 

17


 

NICHOLAS G. STURIALE

/s/ John V. Jaggers

 

Signature

 

 

 

John V. Jaggers

 

Attorney-In-Fact

 

18


 

EXHIBIT A

 

Agreement Of Joint Filing

 

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Splunk Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

 

Dated:   February 8, 2013

 

 

SEVIN ROSEN FUND VI L.P.

/s/ John V. Jaggers

By SRB ASSOCIATES VI L.P.,

Signature

Its General Partner

 

 

John V. Jaggers

 

General Partner

 

 

SEVIN ROSEN VI AFFILIATES FUND L.P.

/s/ John V. Jaggers

By SRB ASSOCIATES VI L.P.,

Signature

Its General Partner

 

 

John V. Jaggers

 

General Partner

 

 

SRB ASSOCIATES VI L.P.

/s/ John V. Jaggers

 

Signature

 

 

 

John V. Jaggers

 

General Partner

 

 

SEVIN ROSEN FUND VIII L.P.

/s/ John V. Jaggers

By SRB ASSOCIATES VIII L.P.,

Signature

Its General Partner

 

 

John V. Jaggers

 

General Partner

 

 

SEVIN ROSEN VIII AFFILIATES FUND L.P.

/s/ John V. Jaggers

By SRB ASSOCIATES VIII L.P.,

Signature

Its General Partner

 

 

John V. Jaggers

 

General Partner

 

 

SRB ASSOCIATES VIII L.P.

/s/ John V. Jaggers

 

Signature

 

 

 

John V. Jaggers

 

General Partner

 

19


 

JON W. BAYLESS

/s/ John V. Jaggers

 

Signature

 

 

 

John V. Jaggers

 

Attorney-In-Fact

 

 

 

 

STEPHEN L. DOMENIK

/s/ John V. Jaggers

 

Signature

 

 

 

John V. Jaggers

 

Attorney-In-Fact

 

 

 

 

STEPHEN M. DOW

/s/ John V. Jaggers

 

Signature

 

 

 

John V. Jaggers

 

Attorney-In-Fact

 

 

 

 

JOHN V. JAGGERS

/s/ John V. Jaggers

 

Signature

 

 

 

 

CHARLES H. PHIPPS

/s/ John V. Jaggers

 

Signature

 

 

 

John V. Jaggers

 

Attorney-In-Fact

 

 

 

 

JACKIE R. KIMZEY

/s/ John V. Jaggers

 

Signature

 

 

 

John V. Jaggers

 

Attorney-In-Fact

 

 

 

 

ALAN R. SCHUELE

/s/ John V. Jaggers

 

Signature

 

 

 

John V. Jaggers

 

Attorney-In-Fact

 

20


 

NICOLAS G. STURIALE

/s/ John V. Jaggers

 

Signature

 

 

 

John V. Jaggers

 

Attorney-In-Fact

 

21


 

EXHIBIT B

 

John V. Jaggers has signed the enclosed documents as Attorney-In-Fact.  Note that copies of the applicable Powers of Attorney are already on file with the appropriate agencies.

 

22