Ownership Submission
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 *
JAGGERS JOHN V
  2. Issuer Name and Ticker or Trading Symbol
SPLUNK INC [SPLK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 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)
04/24/2012
(Street)

DALLAS, TX 75240
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 04/24/2012   C   16,431,632 A (1) 16,431,632 I See Footnote (2)

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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
Series A Preferred Stock (1) 04/24/2012   C   10,000,000     (1)   (1) Common Stock 10,000,000 $ 0 0 I See Footnote (3)
Series B Preferred Stock (1) 04/24/2014   C   3,981,286     (1)   (1) Common Stock 3,981,286 $ 0 0 I See Footnote (4)
Series C Preferred Stock (1) 04/24/2012   C   2,232,478     (1)   (1) Common Stock 2,232,478 $ 0 0 I See Footnote (5)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
JAGGERS JOHN V
C/O SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670
DALLAS, TX 75240
    X    
BAYLESS JON W
C/O SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670
DALLAS, TX 75240
    X    
DOW STEPHEN M
C/O SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670
DALLAS, TX 75240
    X    
DOMENIK STEPHEN L
C/O SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670
DALLAS, TX 75240
    X    
KIMZEY JACKIE R
SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670
DALLAS,, TX 75240
    X    
PHIPPS CHARLES H
C/O SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670
DALLAS, TX 75240
    X    
SCHUELE ALAN R
C/O SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670
DALLAS, TX 75240
    X    

Signatures

 John V. Jaggers   04/24/2012
**Signature of Reporting Person Date

 John V. Jaggers, As Attorney-In-Fact For Jon W. Bayless   04/24/2012
**Signature of Reporting Person Date

 John V. Jaggers, As Attorney-In-Fact For Stephen M. Dow   04/24/2012
**Signature of Reporting Person Date

 John V. Jaggers, As Attorney-In-Fact For Stephen L. Domenik   04/24/2012
**Signature of Reporting Person Date

 John V. Jaggers, As Attorney-In-Fact For Jackie R. Kimzey   04/24/2012
**Signature of Reporting Person Date

 John V. Jaggers, As Attorney-In-Fact For Charles H. Phipps   04/24/2012
**Signature of Reporting Person Date

 John V. Jaggers, As Attorney-In-Fact For Alan R. Schuele   04/24/2012
**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) Each share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock automatically converted into Common Stock on a 1-for-1 basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date.
(2) Total common shares of 16,431,632,represents 16,070,097 of such shares held by Sevin Rosen Fund VIII L.P. ("SRFVIII"), 327,961 of such shares held by Sevin Rosen VIII Affiliates Fund L.P. ("SRVIII AFF") and 33,574 of such shares held by Sevin Rosen Bayless Management Company ("SRBMC"). John V. Jaggers ("Jaggers"), Jon W. Bayless ("Bayless"), Stephen M. Dow ("Dow"), Stephen L. Domenik ("Domenik"), Jackie R. Kimzey ("Kimzey"), Charles H. Phipps ("Phipps") and Alan R. Schuele ("Schuele") are general partners of the general partner of SRFVIII and SRVIII AFF. Messers Jaggers, Bayless, Dow, Domenik, Kimzey, Phipps and Schuele disclaim beneficial ownership of these shares except to the extent of his porportionate interest in these shares. As directors of SRBMC they are deemed to have shared voting and dispositive power of these shares and disclaim benefical ownership with no pecuniary interest.
(3) Total Series A Preferred shares of 10,000,000, represents 9,772,560 of such preferred shares held by SRFVIII, 199,440 of such preferred shares held by SRVIII AFF, and 28,000 of such preferred shares held by SRBMC. Jaggers, Bayless, Dow, Domenik, Kimzey, Phipps and Schuele are general partners of the general partner of SRFVIII and SRVIII AFF, and dislaim beneficial ownership of these shares except to the extent of his proportionate interest in these shares. Jaggers, Bayless, Dow, Domenik, Kimzey, Phipps and Schuele are directors of SRBMC and are deemed to have shared voting and dispositive power of these shares and disclaim beneficial ownership with no pecuniary interest in these shares.
(4) Total Series B Preferred shares of 3,981,286, represents 3,896,198 of such preferred shares held by SRFVIII, 79,514 of such preferred shares held by SRVIII AFF, and 5,574 of such preferred shares held by SRBMC. Jaggers, Bayless, Dow, Domenik, Kimzey, Phipps and Schuele are general partners of the general partner of SRFVIII and SRVIII AFF, and dislaim beneficial ownership of these shares except to the extent of his proportionate interest in these shares. Jaggers, Bayless, Dow, Domenik, Kimzey, Phipps and Schuele are directors of SRBMC and are deemed to have shared voting and dispositive power of these shares and disclaim beneficial ownership with no pecuniary interest in these shares.
(5) Total Series C Preferred shares of 2,232,478, represents 2,187,828 of such preferred shares held by SRFVIII and 44,650 of such preferred shares held by SRVIII AFF. Jaggers, Bayless, Dow, Domenik, Kimzey, Phipps and Schuele are general partners of the general partner of SRFVIII and SRVIII AFF, and dislaim beneficial ownership of these shares except to the extent of his proportionate interest in these shares. X E Signature Data Signature of Reporting Person * Date * Remarks (2000 chars max): chars left

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