4//SEC Filing
TUNNELL DAVID R 4
Accession 0001415889-24-008797
CIK 0001353283other
Filed
Mar 19, 8:00 PM ET
Accepted
Mar 20, 8:00 PM ET
Size
11.8 KB
Accession
0001415889-24-008797
Insider Transaction Report
Form 4
SPLUNK INCSPLK
TUNNELL DAVID R
Director
Transactions
- Disposition to Issuer
Common Stock
2024-03-18$157.00/sh−890,625$139,828,125→ 0 total(indirect: See footnotes) - Disposition to Issuer
Common Stock
2024-03-18$157.00/sh−6,125$961,625→ 3,673 total - Disposition to Issuer
Common Stock
2024-03-18−3,673→ 0 total - Disposition to Issuer
Common Stock
2024-03-18$157.00/sh−11,909,197$1,869,743,929→ 0 total(indirect: See footnotes)
Footnotes (5)
- [F1]Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated September 20, 2023, by and among the Issuer, Cisco Systems, Inc., a Delaware corporation ("Parent"), and Spirit Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub"), on March 18, 2024 (the "Closing Date"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent. In connection with the Merger, these shares were cancelled and converted into the right to receive $157.00 in cash per share without interest, subject to applicable withholding taxes, subject to the terms and conditions of the Merger Agreement (the "Merger Consideration").
- [F2]Pursuant to the Merger Agreement, each Vested Company RSU outstanding and that has not yet been settled as of immediately prior to the effective time of the Merger (the "Effective Time") was terminated and converted into the right to receive an amount in cash, without interest, subject to applicable withholding taxes, determined by multiplying (x) the number of shares of Issuer common stock issuable upon settlement of such Vested Company RSU by (y) the Merger Consideration.
- [F3]Reflects securities directly held by H&F Shadowfax Holdings 2, L.P.
- [F4]H&F Corporate Investors X, Ltd. is the general partner of Hellman & Friedman Investors X, L.P. Hellman & Friedman Investors X, L.P. is the general partner of Hellman & Friedman Capital Partners X, L.P. Hellman & Friedman Capital Partners X, L.P. is the managing member of H&F Shadowfax Holdings GP, LLC. H&F Shadowfax Holdings GP, LLC is the general partner of H&F Shadowfax Holdings, L.P. H&F Shadowfax Holdings, L.P. is the sole member of H&F Shadowfax Holdings 2 GP, LLC. H&F Shadowfax Holdings 2 GP, LLC is the general partner of H&F Shadowfax Holdings 2, L.P. A three member board of directors of H&F Corporate Investors X, Ltd. has investment discretion over the shares held by H&F Shadowfax Holdings 2, L.P. and H&F Shadowfax Holdings, L.P. David R. Tunnell, a member of the board of directors of Splunk Inc., is a member of the board of directors of H&F Corporate Investors X, Ltd.
- [F5]Reflects securities directly held by H&F Shadowfax Holdings, L.P.
Documents
Issuer
SPLUNK INC
CIK 0001353283
Entity typeother
Related Parties
1- filerCIK 0001227100
Filing Metadata
- Form type
- 4
- Filed
- Mar 19, 8:00 PM ET
- Accepted
- Mar 20, 8:00 PM ET
- Size
- 11.8 KB