Morgan Stanley & Co. LLC
Credit Suisse Securities (USA) LLC
J.P. Morgan Securities LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
c/o Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
July 17, 2012
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3720
Attn: Mark Shuman
Re: Splunk Inc.
Registration Statement on Form S-1
Filed on June 27, 2012
File No. 333-182384
Ladies and Gentlemen:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933 (the “Act”), we, as representatives of the several Underwriters, hereby join in the request of Splunk Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 P.M. Eastern Time on July 19, 2012, or as soon thereafter as practicable.
Pursuant to Rule 460 of the Act, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated July 16, 2012:
(i) Dates of Distribution: July 16, 2012 through the date hereof
(ii) Number of prospective underwriters to whom the preliminary prospectus was furnished: 7
(iii) Number of prospectuses furnished to investors: approximately 4040
(iv) Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 190
We, the undersigned, as representatives of the several Underwriters, have and will, and we have been informed by the participating underwriters that they have and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.
[Signature page follows]
| Very truly yours, | ||
|
| ||
| MORGAN STANLEY & CO. LLC | ||
| CREDIT SUISSE SECURITIES (USA) LLC | ||
| J.P. MORGAN SECURITIES LLC | ||
| MERRILL LYNCH, PIERCE, FENNER & SMITH | ||
| INCORPORATED | ||
|
| ||
| Acting severally on behalf of themselves and the | ||
| several underwriters | ||
|
|
| |
| By: | MORGAN STANLEY & CO. LLC | |
|
|
| |
|
|
| |
| By: | /s/ Cynthia Gaylor | |
|
| Name: | Cynthia Gaylor |
|
| Title: | Managing Director |
|
|
|
|
| By: | CREDIT SUISSE SECURITIES (USA) LLC | |
|
|
| |
|
|
| |
| By: | /s/ Andrew Leonard | |
|
| Name: | Andrew Leonard |
|
| Title: | Director |
|
|
|
|
| By: | J.P. MORGAN SECURITIES LLC | |
|
|
| |
|
|
| |
| By: | /s/ Sanjay Jain | |
|
| Name: | Sanjay Jain |
|
| Title: | Managing Director |
|
|
|
|
| By: | MERRILL LYNCH, PIERCE, FENNER & SMITH | |
|
| INCORPORATED | |
|
|
| |
|
|
| |
| By: | /s/ Scott Kamran | |
|
| Name: | Scott Kamran |
|
| Title: | Managing Director |
[Signature Page to Underwriters’ Acceleration Request]
