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)

C/O AUGUST CAPITAL, 2480 SAND HILL ROAD, SUITE 101

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2012

(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	08/01/2012		S		510,085	D	$ 27.2613	13,945,602	I	See footnotes ⁽¹⁾ ⁽²⁾
Common Stock	08/01/2012		S		681	D	$ 27.2613	18,624	I	See footnotes ⁽³⁾ ⁽⁴⁾

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 C/O AUGUST CAPITAL 2480 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025		X
AUGUST CAPITAL III LP C/O AUGUST CAPITAL 2480 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025		X
AUGUST CAPITAL STRATEGIC PARTNERS III LP C/O AUGUST CAPITAL 2480 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025		X
AUGUST CAPITAL III FOUNDERS FUND LP C/O AUGUST CAPITAL 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, SUITE 101 MENLO PARK, CA 94025		X
August Capital V, L.P. C/O AUGUST CAPITAL 2480 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025		X
August Capital Strategic Partners V, L.P. C/O AUGUST CAPITAL 2480 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025		X
JOHNSTON JOHN R C/O AUGUST CAPITAL 2480 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025		X
MARQUARDT DAVID F C/O AUGUST CAPITAL 2480 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025		X
RAPPAPORT ANDREW C/O AUGUST CAPITAL 2480 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025		X

Signatures

/s/ Steven Simonian, by power of attorney for August Capital Management III, L.L.C.		08/01/2012
^**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.		08/01/2012
^**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.		08/01/2012
^**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.		08/01/2012
^**Signature of Reporting Person		Date
/s/ Steven Simonian, by power of attorney for August Capital Management V, L.L.C.		08/01/2012
^**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.		08/01/2012
^**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.		08/01/2012
^**Signature of Reporting Person		Date
/s/ Steven Simonian, by power of attorney for John R. Johnston		08/01/2012
^**Signature of Reporting Person		Date
/s/ Steven Simonian, by power of attorney for David F. Marquardt		08/01/2012
^**Signature of Reporting Person		Date
/s/ Steven Simonian, by power of attorney for Andrew S. Rappaport		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)	Shares held of record by August Capital III, L.P. ("August III"), as nominee for August III (12,763,217 shares), August Capital Strategic Partners III, L.P. (232,613 shares)("August Strategic III"), August Capital III Founders Fund (715,968 shares)("August III Founders") and related individuals. August Capital Management III, L.L.C. ("ACM III"), the general partner of each 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 common stock.
(2)	August III, August Strategic III, August III Founders and ACM III and each of its members disclaim beneficial ownership of these shares of Issuer's common stock except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that August III, August Strategic III, August III Founders or ACM III or any of its members is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
(3)	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.
(4)	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 common stock. August V, August Strategic V and ACM V and each of its members disclaim beneficial ownership of these shares of the Issuer's common stock except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that August V, August Strategic V or ACM V or any of its members is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
Remarks: John R. Johnston, David F. Marquardt and Andrew S. Rappaport are the members of ACM III, which serves as the general partner to each of August III, August Strategic III and August III Founders. Howard Hartenbaum, David M. Hornik, John R. Johnston, David F. Marquardt, Vivek Mehra and Andrew S. Rappaport are the members of ACM V, which serves as the general partner to each of August V and August Strategic V. Each such person disclaims the existence of a "group" and disclaims beneficial ownership of any securities except to the extent of such person's pecuniary interest in such securities. 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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