Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. )*
Splunk Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
848637104
(CUSIP Number)
December 31, 2012
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
o |
Rule 13d-1(c) |
x |
Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 848637104 |
13 G |
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Name of Reporting Persons I.R.S. Identification No. of Above Person (Entities Only). 36-4423906 | |||||
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Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
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(a) |
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(b) |
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3 |
SEC Use Only | |||||
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4 |
Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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6 |
Shared Voting Power | ||||||
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7 |
Sole Dispositive Power | ||||||
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8 |
Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
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11 |
Percent of Class Represented by Amount in Row (9) | |||||
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12 |
Type of Reporting Person (See Instructions) | |||||
(1) The information with respect to the shares of Common Stock beneficially owned by the Reporting Person is provided as of December 31, 2012 and does not include the pro rata distribution of 6,498,896 shares of Common Stock by the Reporting Person on January 16, 2013 (the JK&B Distribution). Following the JK&B Distribution, the Reporting Person does not beneficially own any shares of the Issuers Common Stock.
(2) Based on 98,614,774 shares of the Issuers Common Stock outstanding as of December 10, 2012, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2012, filed with the Securities and Exchange Commission (the SEC) on December 13, 2012.
CUSIP No. 848637104 |
13 G |
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1 |
Name of Reporting Persons I.R.S. Identification No. of Above Person (Entities Only). 36-4446434 | |||||
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Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
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(a) |
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(b) |
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3 |
SEC Use Only | |||||
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4 |
Citizenship or Place of Organization | |||||
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Number of |
5 |
Sole Voting Power | |||||
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Shared Voting Power | ||||||
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7 |
Sole Dispositive Power | ||||||
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8 |
Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
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11 |
Percent of Class Represented by Amount in Row (9) | |||||
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12 |
Type of Reporting Person (See Instructions) | |||||
(1) The information with respect to the shares of Common Stock beneficially owned by the Reporting Person is provided as of December 31, 2012 and does not include the pro rata distribution of 565,122 shares of Common Stock by the Reporting Person on January 16, 2013 (the JK&B QIP Distribution). Following the JK&B QIP Distribution, the Reporting Person does not beneficially own any shares of the Issuers Common Stock.
(2) Based on 98,614,774 shares of the Issuers Common Stock outstanding as of December 10, 2012, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2012, filed with the Securities and Exchange Commission (the SEC) on December 13, 2012.
CUSIP No. 848637104 |
13 G |
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1 |
Name of Reporting Persons I.R.S. Identification No. of Above Person (Entities Only) 36-4423904 | |||||
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Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
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(a) |
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(b) |
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3 |
SEC Use Only | |||||
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4 |
Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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7 |
Sole Dispositive Power | ||||||
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8 |
Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
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11 |
Percent of Class Represented by Amount in Row (9) | |||||
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12 |
Type of Reporting Person (See Instructions) | |||||
(1) The information with respect to the shares of Common Stock beneficially owned by the Reporting Person is provided as of December 31, 2012 and does not include the pro rata distributions of 6,498,896 shares of Common Stock by JK&B on January 16, 2013 (the JK&B Distribution) and 565,122 shares of Common Stock by JK&B QIP on January 16, 2013 (the JK&B QIP Distribution and together with the JK&B Distribution, the Distributions). Following the Distributions, the Reporting Person does not beneficially own any shares of the Issuers Common Stock.
(2) Based on 98,614,774 shares of the Issuers Common Stock outstanding as of December 10, 2012, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2012, filed with the Securities and Exchange Commission (the SEC) on December 13, 2012.
CUSIP No. 848637104 |
13 G |
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1 |
Name of Reporting Persons I.R.S. Identification No. of Above Person (Entities Only). 36-4458093 | |||||
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Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
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(a) |
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(b) |
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3 |
SEC Use Only | |||||
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4 |
Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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7 |
Sole Dispositive Power | ||||||
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8 |
Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
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11 |
Percent of Class Represented by Amount in Row (9) | |||||
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12 |
Type of Reporting Person (See Instructions) | |||||
(1) The information with respect to the shares of Common Stock beneficially owned by the Reporting Person is provided as of December 31, 2012 and does not include the pro rata distributions of 6,498,896 shares of Common Stock by JK&B on January 16, 2013 (the JK&B Distribution) and 565,122 shares of Common Stock by JK&B QIP on January 16, 2013 (the JK&B QIP Distribution and together with the JK&B Distribution, the Distributions). Following the Distributions, the Reporting Person does not beneficially own any shares of the Issuers Common Stock.
(2) Based on 98,614,774 shares of the Issuers Common Stock outstanding as of December 10, 2012, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2012, filed with the Securities and Exchange Commission (the SEC) on December 13, 2012.
CUSIP No. 848637104 |
13 G |
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1 |
Name of Reporting Persons I.R.S. Identification No. of Above Person (Entities Only). | |||||
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Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
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(a) |
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(b) |
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3 |
SEC Use Only | |||||
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4 |
Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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6 |
Shared Voting Power | ||||||
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7 |
Sole Dispositive Power | ||||||
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8 |
Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
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11 |
Percent of Class Represented by Amount in Row (9) | |||||
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12 |
Type of Reporting Person (See Instructions) | |||||
(1) The information with respect to the shares of Common Stock beneficially owned by the Reporting Person is provided as of December 31, 2012 and does not include the pro rata distributions of 6,498,896 shares of Common Stock by JK&B on January 16, 2013 and 565,122 shares of Common Stock by JK&B QIP on January 16, 2013.
(2) Based on 98,614,774 shares of the Issuers Common Stock outstanding as of December 10, 2012, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2012, filed with the Securities and Exchange Commission (the SEC) on December 13, 2012.
CUSIP No. 848637104 |
13 G |
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Item 1(A). |
Name of Issuer. |
Item 1(B). |
Address of Issuers Principal Executive Offices. San Francisco, CA 94107 |
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Item 2(A). |
Name of Person Filing.
JK&B Management, the general partner of JK&B, may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly owned by JK&B and JK&B QIP. JK&B Capital, the general partner of JK&B Management, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by JK&B and JK&B QIP. Kronfeld is the managing member of JK&B Capital and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by JK&B and JK&B QIP and in his individual capacity. |
Item 2(B). |
Address of Principal Place of Business Office.
c/o JK&B Capital Two Prudential Plaza 180 N. Stetson Avenue Suite 4500 Chicago, IL 60601 |
Item 2(C) |
Citizenship. |
Item 2(D) |
Title of Class of Securities. |
Item 2(E) |
CUSIP Number. |
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Item 3. |
Not applicable. |
CUSIP No. 848637104 |
13 G |
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Item 4. |
Ownership. | ||
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | ||
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(a) |
Amount beneficially owned: See Row 9 of cover page for each Reporting Person. | |
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(b) |
Percent of class: See Row 11 of cover page for each Reporting Person. | |
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(c) |
Number of shares as to which such person has: | |
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(i) |
Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person. |
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(ii) |
Shared power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person. |
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(iii) |
Sole power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person. |
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(iv) |
Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person. |
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Item 5. |
Ownership of Five Percent or Less of a Class. | ||
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Not applicable. | ||
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. | ||
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Not applicable. | ||
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. | ||
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Not applicable. | ||
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Item 8. |
Identification and Classification of Members of the Group. | ||
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Not applicable. | ||
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Item 9. |
Notice of Dissolution of Group. | ||
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Not applicable. |
CUSIP No. 848637104 |
13 G |
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Item 10. |
Certifications. |
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Not applicable. |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, compl ete and correct.
Date: February 7, 2013 |
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JK&B Capital IV, L.P. |
/s/ Nancy OLeary |
By: JK&B Management IV, L.P., |
Nancy OLeary |
Its General Partner |
Attorney-In-Fact |
By: JK&B Capital IV, L.L.C., |
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Its General Partner |
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JK&B Capital IV QIP, L.P. |
/s/ Nancy OLeary |
By: JK&B Management IV, L.P., |
Nancy OLeary |
Its General Partner |
Attorney-In-Fact |
By: JK&B Capital IV, L.L.C., |
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Its General Partner |
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JK&B Management IV, L.P. |
/s/ Nancy OLeary |
By: JK&B Capital IV, L.L.C., |
Nancy OLeary |
Its General Partner |
Attorney-In-Fact |
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JK&B Capital IV, L.L.C. |
/s/ Nancy OLeary |
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Nancy OLeary |
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Attorney-In-Fact |
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David Kronfeld |
/s/ Nancy OLeary |
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Nancy OLeary |
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Attorney-In-Fact |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representatives authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)