Slta Vi (Gp), L.L.C. returned $1,540,641 worth of shares to the company (9,813 units at $157.00) (SEC Form 4)
$SPLK
Computer Software: Prepackaged Software
Technology
| 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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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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) 03/18/2024 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 03/18/2024 | D(1) | 9,798(2) | D | $157(1) | 0 | I | See Footnote(3) | ||
| Common Stock | 03/18/2024 | D(1) | 15 | D | $157(1) | 0 | I | See Footnote(4) | ||
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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 | (1)(5) | 03/18/2024 | D(1)(5) | $760,000,000 | (6) | (6) | Common Stock | (5) | (1)(5)(6) | $0 | I | Held through SLP Spark Holdings, L.P.(7)(9) | |||
| 0.75% Convertible Senior Notes due 2026 | (1)(5) | 03/18/2024 | D(1)(5) | $190,000,000 | (6) | (6) | Common Stock | (5) | (1)(5)(6) | $0 | I | Held through SLA Spark Holdings, L.P.(8)(9) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On March 18, 2024, pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), Spirit Merger Corp. merged with and into Splunk Inc. (the "Issuer"), with the Issuer continuing as the surviving corporation and a subsidiary of Cisco Systems, Inc. (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock of the Issuer ("Common Stock") outstanding was converted into the right to receive $ 157.00 per share in cash, subject to any required tax withholding (the "Merger Consideration"). Each restricted stock unit held by a non-employee member of the board of directors of the Issuer was converted into the right to receive an amount in cash, without interest, equal to the product of the number of shares subject to such award multiplied by the Merger Consideration. Mr. Kenneth Hao resigned from the board of directors of the Issuer effective upon closing of the Merger. |
| 2. Includes 1,616 restricted stock units which were canceled in connection with the Merger and converted into the right to receive an amount of cash equal to the product of the number of shares subject to such restricted stock unit multiplied by the Merger Consideration. |
| 3. These securities were held by Mr. Hao for the benefit of Silver Lake Technology Management, L.L.C., certain of its affiliates, and certain of the funds they manage ("Silver Lake"). Mr. Hao served as a member of the board of directors of the Issuer. Pursuant to Mr. Hao's arrangement with Silver Lake with respect to director compensation, upon the sale of these securities, the proceeds from such sale(s) are expected to be remitted to Silver Lake and/or its limited partners. |
| 4. These securities are held by a trust for the benefit of Mr. Hao's family. |
| 5. Following the Merger, the 0.75% Convertible Senior Notes due 2026 ("Convertible Notes") are no longer convertible into shares of Common Stock, but instead automatically became convertible into an amount of cash equal to the product of the number of shares issuable upon conversion of the principal amount thereof, based on a conversion rate of 6.2500 per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $160.00 per share of Common Stock), as adjusted pursuant to the terms of the Indenture governing the Convertible Notes to reflect the increase in the conversion rate applicable to the Convertible Notes surrendered in connection with a make-whole fundamental change, multiplied by the Merger Consideration. |
| 6. The Convertible Notes mature on July 15, 2026, subject to earlier redemption, repurchase or conversion in accordance with their terms. On March 19, 2024 the Convertible Notes were converted and an aggregate of $832,376,320 and $208,094,080 were received by SLP Spark Holdings, L.P. and SLA Spark Holdings, L.P., respectively. |
| 7. Represents securities held by SLP Spark Holdings, L.P. ("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. |
| 8. Represents securities held by SLA Spark Holdings, L.P. ("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. |
| 9. Silver Lake Group, L.L.C. ("SLG") is the managing member of each of SLTA VI and SLAA. Mr. Kenneth Hao served as a member of the board of directors of the Issuer and serves 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 have been deemed to be a director by deputization of the Issuer. |
| 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. | 03/20/2024 | |
| By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA VI (GP), L.L.C. | 03/20/2024 | |
| By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA VI (GP), L.L.C., general partner of Silver Lake Technology Associates VI, L.P. | 03/20/2024 | |
| By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA VI (GP), L.L.C., general partner of Silver Lake Technology Associates VI, L.P., managing member of SLP VI Aggregator GP, L.L.C. | 03/20/2024 | |
| By: /s/ Andrew J. Schader, Managing Director and GC of Silver Lake Group, L.L.C., managing member of SLTA VI (GP), L.L.C., GP of Silver Lake Technology Associates VI, L.P., managing member of SLP VI Aggregator GP, L.L.C., GP of SLP Spark Aggregator, L.P. | 03/20/2024 | |
| By: /s/ Andrew J. Schader, Managing Director of SLP Spark GP, L.L.C. | 03/20/2024 | |
| By: /s/ Andrew J. Schader, Managing Director of SLP Spark GP, L.L.C., general partner of SLP Spark Holdings, L.P. | 03/20/2024 | |
| /s/ Kenneth Hao | 03/20/2024 | |
| ** 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. | ||