SEC Form 4
| 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 |
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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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol SPLUNK INC [ SPLK ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/15/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| 0.75% Convertible Senior Notes due 2026 | $160(5) | 07/15/2021 | J(1) | $40,000,000 | (6) | (7) | Common Stock | 250,000(8) | $40,014,000 | $760,000,000 | I | Held through SLP Spark Holdings, L.P.(2)(4) | |||
| 0.75% Convertible Senior Notes due 2026 | $160(5) | 07/15/2021 | J(1) | $10,000,000 | (6) | (7) | Common Stock | 62,500(8) | $10,003,500 | $190,000,000 | I | Held through SLA Spark Holdings, L.P.(3)(4) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. This filing reflects the consummation of a planned syndication of a small portion of the $1 billion in aggregate of 0.75% Convertible Senior Notes due 2026 (the "Convertible Notes") of Splunk Inc. (the "Issuer") purchased by SLP Spark Holdings, L.P. ("SLP Spark") and SLA Spark Holdings, L.P. ("SLA Spark") on July 9, 2021, which syndication was completed on July 15, 2021 through the transfer of $50 million of Convertible Notes to an unaffiliated third party, with consent to transfer by the Issuer, for aggregate consideration of $50,017,500. |
| 2. Represents securities held by SLP Spark. SLP Spark GP, L.L.C. ("SLP Spark GP") is the general partner of SLP Spark. SLP Spark Aggregator, L.P. ("SLP Aggregator") is the managing member of SLP Spark GP. SLP VI Aggregator GP, L.L.C. ("SLP VI GP") is the general partner of SLP Aggregator. Silver Lake Technology Associates VI, L.P. ("SLTA VI") is the managing member of SLP VI GP. SLTA VI (GP), L.L.C. ("SLTA VI GP") is the general partner of SLTA VI. |
| 3. Represents securities held by SLA Spark. SLA Spark GP, L.L.C. ("SLA Spark GP") is the general partner of SLA Spark. SLA Spark Aggregator, L.P. ("SLA Aggregator") is the managing member of SLA Spark GP. SL Alpine Aggregator GP, L.L.C. ("SLA GP") is the general partner of SLA Aggregator. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA GP. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA. |
| 4. Silver Lake Group, L.L.C. ("SLG") is the managing member of each of SLTA VI and SLAA. Mr. Kenneth Hao serves as a member of the board of directors of the Issuer and as Chairman and managing member of SLG. Each of SLP Spark, SLP Spark GP, SLP Aggregator, SLP VI GP, SLTA VI, SLTA VI GP, SLA Spark, SLA Spark GP, SLA Aggregator, SLA GP, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer. |
| 5. The initial Conversion Rate (as defined below) is equivalent to an initial conversion price of $160.00 per share of Common Stock. |
| 6. In accordance with the Investment Agreement dated June 22, 2021, SLP Spark and SLA Spark are restricted from exercising the Convertible Notes prior to the earlier of (i) the second anniversary of the date of issuance and (ii) immediately prior to the consummation of a change of control of the Issuer, in each case, subject to certain exceptions. |
| 7. The Convertible Notes mature on July 15, 2026, subject to earlier redemption, repurchase or conversion in accordance with their terms. |
| 8. Upon conversion of the Convertible Notes, the Issuer will deliver, at its election (or at the holder's election if in connection with a redemption), cash, Common Stock or combination thereof. Upon a redemption of the Convertible Notes at the Issuer's option, the redemption price will be paid in cash, unless holders elect to convert instead. This number represents the number of shares of Common Stock issuable upon conversion of the Convertible Notes transferred if the Issuer elects to settle its conversion obligation solely through shares of Common Stock by delivering a number of shares of Common Stock at the initial conversion rate of 6.2500 shares of Common Stock (the "Conversion Rate"), and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The initial Conversion Rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of an indenture governing the Convertible Notes. |
| Remarks: |
| Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons are filing a separate Form 4. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, or are subject to Section 16 of the Exchange Act, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. |
| By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C. | 07/16/2021 | |
| By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C., general partner of Silver Lake Alpine Associates, L.P. | 07/16/2021 | |
| By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C., general partner of Silver Lake Alpine Associates, L.P., managing member of SLA Alpine Aggregator GP, L.L.C. | 07/16/2021 | |
| By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLAA (GP), L.L.C., GP of Silver Lake Alpine Associates, L.P., MM of SLA Alpine Aggregator GP, L.L.C., GP of SLA Spark Aggregator, L.P. | 07/16/2021 | |
| By: /s/ Andrew J. Schader, Managing Director of SLA Spark GP, L.L.C. | 07/16/2021 | |
| By: /s/ Andrew J. Schader, Managing Director of SLA Spark GP, L.L.C., general partner of SLA Spark Holdings, L.P. | 07/16/2021 | |
| ** 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. | ||