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 *
STURIALE NICHOLAS G
  2. Issuer Name and Ticker or Trading Symbol
SPLUNK INC [SPLK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ 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)
08/01/2012
(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 08/01/2012   S   508,637 D $ 27.2613 13,977,632 I See Footnotes (1) (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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
STURIALE NICHOLAS G
C/O SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670
DALLAS, TX 75240
  X   X    
BAYLESS JON W
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    
DOW STEPHEN M
C/O SEVIN ROSEN FUNDS
13455 NOEL ROAD, SUITE 1670
DALLAS, TX 75240
    X    
JAGGERS JOHN V
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, As Attorney-In-Fact For Nicholas G. Sturiale   08/01/2012
**Signature of Reporting Person Date

 John V. Jaggers, As Attorney-In-Fact For Jon W. Bayless   08/01/2012
**Signature of Reporting Person Date

 John V. Jaggers, As Attorney-In-Fact For Stephen L. Domenik   08/01/2012
**Signature of Reporting Person Date

 John V. Jaggers, As Attorney-In-Fact For Stephen M. Dow   08/01/2012
**Signature of Reporting Person Date

 John V. Jaggers   08/01/2012
**Signature of Reporting Person Date

 John V. Jaggers, As Attorney-In-Fact For Jackie R. Kimzey   08/01/2012
**Signature of Reporting Person Date

 John V. Jaggers, As Attorney-In-Fact For Charles H. Phipps   08/01/2012
**Signature of Reporting Person Date

 John V. Jaggers, As Attorney-In-Fact For Alan R. Schuele   08/01/2012
**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) Following the reported transaction, 13,670,097 shares are held directly by Sevin Rosen Fund VIII L.P. ("SRF VIII"), 278,961 shares are held directly by Sevin Rosen VIII Affiliates Fund L.P. ("SRVIII AFF"), and 28,574 shares are held directly by Sevin Rosen Bayless Management Company ("SRBMC").
(2) Nicholas G. Sturiale ("Sturiale"), Jon W. Bayless ("Bayless"), Stephen M. Dow ("Dow"), Stephen L. Domenik ("Domenik"), John V. Jaggers ("Jaggers"), Jackie R. Kimzey ("Kimzey"), Charles H. Phipps ("Phipps") and Alan R. Schuele ("Schuele") are general partners of SRB Associates VIII L.P. ("SRB"), the general partner of SRFVIII and SRVIII AFF, and disclaim beneficial ownership of the shares held by SRFVIII and SRVIII AFF, except to the extent of their pecuniary interest in such shares. Sturiale, Bayless, Dow, Domenik, Jaggers, Kimzey, Phipps and Schuele are officers and directors of SRBMC and disclaim beneficial ownership of the shares held directly by SRBMC, in which they have no pecuniary interest.

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