Edgar Filing: AUGUST CAPITAL III LP

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 ^*

AUGUST CAPITAL MANAGEMENT III LLC

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)

2480 SAND HILL ROAD, SUITE 101,

3. Date of Earliest Transaction (Month/Day/Year)
12/03/2012

(Street)

MENLO PARK, CA 94025

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/03/2012		J⁽⁴⁾		5,742,307	D	$ 0	8,203,295	I	See footnote ⁽¹⁾
Common Stock	12/03/2012		J⁽⁵⁾		305,919	A	$ 0	305,919	I	See footnote ⁽⁶⁾
Common Stock	12/03/2012		J⁽⁵⁾		640,045	A	$ 0	640,045	I	See footnote ⁽⁷⁾
Common Stock	12/03/2012		J⁽⁵⁾		395,442	A	$ 0	395,442	I	See footnote ⁽⁸⁾
Common Stock								18,624	I	See footnote ⁽²⁾ ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
AUGUST CAPITAL MANAGEMENT III LLC 2480 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025		X
AUGUST CAPITAL III LP 2480 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025		X
AUGUST CAPITAL STRATEGIC PARTNERS III LP 2480 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025		X
AUGUST CAPITAL III FOUNDERS FUND LP 2480 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025		X
JOHNSTON JOHN R 2480 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025		X
RAPPAPORT ANDREW 2480 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025		X
MARQUARDT DAVID F 2480 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025		X
August Capital Management V, L.L.C. C/O AUGUST CAPITAL 2480 SAND HILL ROAD MENLO PARK, CA 94025		X
August Capital V, L.P. C/O AUGUST CAPITAL 2480 SAND HILL ROAD MENLO PARK, CA 94025		X
August Capital Strategic Partners V, L.P. C/O AUGUST CAPITAL 2480 SAND HILL ROAD MENLO PARK, CA 94025		X

Signatures

/s/ Steven Simonian, by power of attorney for August Capital Management III, L.L.C.		12/04/2012
^**Signature of Reporting Person		Date
/s/ Steven Simonian, by power of attorney for August Capital Management III, L.L.C., the General Partner of August Capital III, L.P		12/04/2012
^**Signature of Reporting Person		Date
/s/ Steven Simonian, by power of attorney for August Capital Management III, L.L.C., the General Partner of August Capital Strategic Partners III, L.P.		12/04/2012
^**Signature of Reporting Person		Date
/s/ Steven Simonian, by power of attorney for August Capital Management III, L.L.C., the General Partner of August Capital III Founders Fund, L.P.		12/04/2012
^**Signature of Reporting Person		Date
/s/ Steven Simonian, by power of attorney for August Capital Management V, L.L.C.		12/04/2012
^**Signature of Reporting Person		Date
/s/ Steven Simonian, by power of attorney for August Capital Management V, L.L.C., the General Partner of August Capital V, L.P.		12/04/2012
^**Signature of Reporting Person		Date
/s/ Steven Simonian, by power of attorney for August Capital Management V, L.L.C., the General Partner of August Capital Strategic Partners V, L.P.		12/04/2012
^**Signature of Reporting Person		Date
/s/ Steven Simonian, by power of attorney for John R. Johnston		12/04/2012
^**Signature of Reporting Person		Date
/s/ Steven Simonian, by power of attorney for David F. Marquardt		12/04/2012
^**Signature of Reporting Person		Date
/s/ Steven Simonian, by power of attorney for Andrew S. Rappaport		12/04/2012
^**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)	Shares held of record by August Capital III, L.P. ("August III"), as nominee for August III (7,507,775 shares), August Capital Strategic Partners III, L.P. (136,831 shares)("August Strategic III"), August Capital III Founders Fund, L.P. (421,157 shares)("August III Founders") and related individuals. August Capital Management III, L.L.C. ("ACM III"), the general partner of August III, August Strategic III and August III Founders, may be deemed to have sole voting and investment power over the reported shares of the Issuer's common stock. John R. Johnston, David F. Marquardt and Andrew S. Rappaport, as members of ACM III, share voting and investment power over the reported shares of the issuer's stock.
(2)	Shares held of record by August Capital V, L.P. ("August V"), as nominee for August V (18,336 shares), August Capital Strategic Partners V, L.P. (156 shares) ("August Strategic V") and related individuals. August Capital Management V, L.L.C. ("ACM V"), the general partner of each of August V and August Strategic V, may be deemed to have sole voting and investment power over the reported shares of the Issuer's common stock.
(3)	Howard Hartenbaum, David M. Hornik, John R. Johnston, David F. Marquardt, Vivek Mehra and Andrew S. Rappaport, as members of ACM V, share voting and investment power over the reported shares of the issuer's stock.
(4)	Distributed pro rata by the partnership without additional consideration to its partners pursuant to the partnership agreement.
(5)	Distributed pro rata by ACM III without additional consideration to its members and assignees pursuant to the operating agreement.
(6)	Shares held by John R. Johnston.
(7)	Shares held by David F. Marquardt.
(8)	Shares held by Andrew S. Rappaport.
Remarks: Each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such Reporting Person's pecuniary interest in such securities) other than any securities reported herein as being directly owned by such Reporting Person. This report shall not be deemed an admission that any Reporting Person is the beneficial owner of any securities for purposes of Section 16 or for any other purpose. This report is one of two reports, each on a separate Form 4, but relating to the same transaction being filed by entities affiliated with August Capital and their applicable members.

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