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
What is insider trading>>
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
(Rule 13d-102)
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. 1)*
SPLUNK INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
848637104
(CUSIP Number)
December 31, 2013
(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).
(Continued on following pages)
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1 |
Name of Reporting Persons | |||
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2 |
Check the Appropriate Box if a Member of a Group* | |||
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(a) |
o | ||
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(b) |
x | ||
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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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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* o | |||
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11 |
Percent of Class Represented by Amount in Row 9 | |||
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Type of Reporting Person* | |||
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1 |
Name of Reporting Persons | |||
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2 |
Check the Appropriate Box if a Member of a Group* | |||
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(a) |
o | ||
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(b) |
x | ||
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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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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
p> | |||||
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* o | |||
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11 |
Percent of Class Represented by Amount in Row 9 | |||
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12 |
Type of Reporting Person* | |||
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1 |
Name of Reporting Persons | |||
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2 |
Check the Appropriate Box if a Member of a Group* | |||
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(a) |
o | ||
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(b) |
x | ||
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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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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* o | |||
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11 |
Percent of Class Represented by Amount in Row 9 | |||
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12 |
Type of Reporting Person* | |||
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1 |
Name of Reporting Persons | |||
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2 |
Check the Appropriate Box if a Member of a Group* | |||
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(a) |
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(b) |
x | ||
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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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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* o | |||
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11 |
Percent of Class Represented by Amount in Row 9 | |||
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12 |
Type of Reporting Person* | |||
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1 |
Name of Reporting Persons | |||
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2 |
Check the Appropriate Box if a Member of a Group* | |||
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(a) |
o | ||
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(b) |
x | ||
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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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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* o | |||
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11 |
Percent of Class Represented by Amount in Row 9 | |||
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12 |
Type of Reporting Person* | |||
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1 |
Name of Reporting Persons | |||
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2 |
Check the Appropriate Box if a Member of a Group* | |||
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(a) |
o | ||
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(b) |
x | ||
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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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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* o | |||
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11 |
Percent of Class Represented by Amount in Row 9 | |||
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12 |
Type of Reporting Person* | |||
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1 |
Name of Reporting Persons | |||
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2 |
Check the Appropriate Box if a Member of a Group* | |||
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(a) |
o | ||
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(b) |
x | ||
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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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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* o | |||
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11 |
Percent of Class Represented by Amount in Row 9 | |||
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12 |
Type of Reporting Person* | |||
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1 |
Name of Reporting Persons | |||
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2 |
Check the Appropriate Box if a Member of a Group* | |||
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(a) |
o | ||
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(b) |
x | ||
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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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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* o | |||
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11 |
Percent of Class Represented by Amount in Row 9 | |||
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12 |
Type of Reporting Person* | |||
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1 |
Name of Reporting Persons | |||
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2 |
Check the Appropriate Box if a Member of a Group* | |||
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(a) |
o | ||
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(b) |
x | ||
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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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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* o | |||
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11 |
Percent of Class Represented by Amount in Row 9 | |||
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12 |
Type of Reporting Person* | |||
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1 |
Name of Reporting Persons | |||
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2 |
Check the Appropriate Box if a Member of a Group* | |||
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(a) |
o | ||
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(b) |
x | ||
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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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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* o | |||
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11 |
Percent of Class Represented by Amount in Row 9 | |||
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12 |
Type of Reporting Person* | |||
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1 |
Name of Reporting Persons | |||
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2 |
Check the Appropriate Box if a Member of a Group* | |||
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(a) |
o | ||
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(b) |
x | ||
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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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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* o | |||
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11 |
Percent of Class Represented by Amount in Row 9 | |||
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12 |
Type of Reporting Person* | |||
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1 |
Name of Reporting Persons | |||
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2 |
Check the Appropriate Box if a Member of a Group* | |||
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(a) |
o | ||
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(b) |
x | ||
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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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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* o | |||
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11 |
Percent of Class Represented by Amount in Row 9 | |||
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Type of Reporting Person* | |||
Item 1(a) |
Name of Issuer | ||
Item 1(b) |
Address of Issuers Principal Executive Office San Francisco, CA 94107 | ||
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Item 2. |
(a) |
Name of Persons Filing | |
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This Statement is filed by Sevin Rosen Fund VIII L.P., (SRVIII) a Delaware limited partnership; Sevin Rosen VIII Affiliates Fund L.P.(SR VIII A), a Delaware limited partnership; SRB Associates VIII L.P., a Delaware limited partnership (SRB VIII); Sevin Rosen Bayless Management Company, a Texas corporation; Jon W. Bayless (Bayless); Stephen L. Domenik (Domenik); Stephen M. Dow (Dow); John V. Jaggers (Jaggers); Charles H. Phipps (Phipps); Jackie R. Kimzey (Kimzey); Alan R. Schuele (Schuele); and Nicholas G. Sturiale (Sturiale). The foregoing entities and individuals are collectively referred to as the Reporting Persons.
Bayless, Domenik, Dow, Jaggers, Phipps, Kimzey, Schuele and Sturiale are general partners of SRB VIII and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by SRB VIII. | |
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(b) |
Address of Principal Business Office or, if none, Residence
The address for each of the Reporting Persons is:
Sevin Rosen Funds | |
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(c) |
Citizenship | |
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(d) |
Title of Class of Securities | |
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(e) |
CUSIP Number | |
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Item 3. |
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | ||
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a. |
o |
Broker or dealer registered under Section 15 of the Act; |
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b. |
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Bank as defined in Section 3(a)(6) of the Act; |
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c. |
o |
Insurance company as defined in Section 3(a)(19) of the Act; |
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d. |
o |
Investment company registered under Section 8 of the Investment Company Act of 1940; |
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e. |
o |
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
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f. |
o |
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F) |
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g. |
o |
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
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h. |
o |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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i. |
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; |
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j. |
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A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); |
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k. |
o |
Group, in accordance with Rule 240.13d-1(b) (1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________ |
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NOT APPLICABLE |
Item 4. |
Ownership | ||
The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2013. | |||
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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 5 Percent or Less of a Class | ||
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x. | |||
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Item 6. |
Ownership of More than 5 Percent on Behalf of Another Person | ||
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Under certain circumstances set forth in the limited partnership agreements of SR VIII, SR VIII A and SRB VIII, the general and limited partners or stockholders, as the case may be, of each of such entities may be deemed the right to receive dividends from, or the proceeds from the sale of shares of the issuer owned by each such entity of which they are a partner or stockholder. | ||
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. | ||
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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 |
Item 10. |
Certification |
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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, complete and correct.
Dated: February 14, 2014 |
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SEVIN ROSEN FUND VIII L.P. |
/s/ John V. Jaggers |
By SRB ASSOCIATES VIII L.P., |
Signature |
Its General Partner |
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John V. Jaggers |
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General Partner |
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SEVIN ROSEN VIII AFFILIATES FUND L.P. |
/s/ John V. Jaggers |
By SRB ASSOCIATES VIII L.P., |
Signature |
Its General Partner |
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John V. Jaggers |
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General Partner |
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SRB ASSOCIATES VIII L.P. |
/s/ John V. Jaggers |
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Signature |
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John V. Jaggers |
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General Partner |
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SEVIN ROSEN BAYLESS MANAGEMENT |
/s/ John V. Jaggers |
COMPANY |
Signature |
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John V. Jaggers |
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Vice President |
JON W. BAYLESS |
/s/ John V. Jaggers |
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Signature |
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John V. Jaggers |
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Attorney-In-Fact |
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STEPHEN L. DOMENIK |
/s/ John V. Jaggers |
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Signature |
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John V. Jaggers |
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Attorney-In-Fact |
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STEPHEN M. DOW |
/s/ John V. Jaggers |
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Signature |
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John V. Jaggers |
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Attorney-In-Fact |
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JOHN V. JAGGERS |
/s/ John V. Jaggers |
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Signature |
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CHARLES H. PHIPPS |
/s/ John V. Jaggers |
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Signature |
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John V. Jaggers |
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Attorney-In-Fact |
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JACKIE R. KIMZEY |
/s/ John V. Jaggers |
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Signature |
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John V. Jaggers |
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Attorney-In-Fact |
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ALAN R. SCHUELE |
/s/ John V. Jaggers |
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Signature |
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John V. Jaggers |
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Attorney-In-Fact |
EXHIBIT A
Agreement Of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Splunk Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Dated: February 14, 2014 |
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SEVIN ROSEN FUND VIII L.P. |
/s/ John V. Jaggers |
By SRB ASSOCIATES VIII L.P., |
Signature |
Its General Partner |
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John V. Jaggers |
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General Partner |
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SEVIN ROSEN VIII AFFILIATES FUND L.P. |
/s/ John V. Jaggers |
By SRB ASSOCIATES VIII L.P., |
Signature |
Its General Partner |
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John V. Jaggers |
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General Partner |
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SRB ASSOCIATES VIII L.P. |
/s/ John V. Jaggers |
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Signature |
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John V. Jaggers |
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General Partner |
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SEVIN ROSEN BAYLESS MANAGEMENT COMPANY |
/s/ John V. Jaggers |
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Signature |
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John V. Jaggers |
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Vice President |
JON W. BAYLESS |
/s/ John V. Jaggers |
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Signature |
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John V. Jaggers |
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Attorney-In-Fact |
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STEPHEN L. DOMENIK |
/s/ John V. Jaggers |
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Signature |
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John V. Jaggers |
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Attorney-In-Fact |
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STEPHEN M. DOW |
/s/ John V. Jaggers |
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Signature |
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John V. Jaggers |
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Attorney-In-Fact |
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JOHN V. JAGGERS |
/s/ John V. Jaggers |
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Signature |
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CHARLES H. PHIPPS |
/s/ John V. Jaggers |
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Signature |
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John V. Jaggers |
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Attorney-In-Fact |
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JACKIE R. KIMZEY |
/s/ John V. Jaggers |
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Signature |
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John V. Jaggers |
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Attorney-In-Fact |
ALAN R. SCHUELE |
/s/ John V. Jaggers |
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Signature |
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John V. Jaggers |
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Attorney-In-Fact |
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NICOLAS G. STURIALE |
/s/ John V. Jaggers |
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Signature |
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John V. Jaggers |
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Attorney-In-Fact |