Scott Morgan - Dec 19, 2023 Form 4 Insider Report for SPLUNK INC (SPLK)

Role: SVP, CLO, Global Affairs & Sec
Signature: /s/ Steve Dean, by power of attorney
Stock symbol: SPLK
Transactions as of: Dec 19, 2023
Transactions value $: -$3,947,117
Form type: 4
Date filed: 12/21/2023, 04:36 PM
Previous filing: Dec 12, 2023
Next filing: Jan 11, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SPLK	Common Stock	Award	$0	+10.2K	+10.1%	$0.00	111K	Dec 19, 2023	Direct	F1
transaction	SPLK	Common Stock	Award	$0	+8.85K	+7.94%	$0.00	120K	Dec 19, 2023	Direct	F2
transaction	SPLK	Common Stock	Tax liability	-$3.95M	-26K	-21.6%	$151.97	94.3K	Dec 19, 2023	Direct

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents performance-based restricted share units granted to the reporting person on March 9, 2022 and that were scheduled to vest or be forfeited based on the attainment of performance-based vesting conditions during the performance period ending on February 29, 2024. In connection with that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Cisco Systems, Inc., a Delaware corporation ("Parent"), and Spirit Merger Corp., a Delaware corporation and wholly owned subsidiary of Parent, the Talent & Compensation Committee of the Board of Directors of the Issuer (the "Committee") accelerated the vesting and settlement of such restricted share units. The reporting person has signed a 280G Mitigation Acknowledgment as described in the Issuer's Current Report on Form 8-K filed on December 21, 2023, and the accelerated restricted share units are subject to certain forfeiture conditions.
F2	Represents performance-based restricted share units granted to the reporting person on March 16, 2023 and that were scheduled to vest or be forfeited based on the attainment of performance-based vesting conditions during the performance period ending on February 28, 2025. In connection with that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Cisco Systems, Inc., a Delaware corporation ("Parent"), and Spirit Merger Corp., a Delaware corporation and wholly owned subsidiary of Parent, the Talent & Compensation Committee of the Board of Directors of the Issuer (the "Committee") accelerated the vesting and settlement of such restricted share units. The reporting person has signed a 280G Mitigation Acknowledgment as described in the Issuer's Current Report on Form 8-K filed on December 21, 2023, and the accelerated restricted share units are subject to certain forfeiture conditions.

Content

Represents performance-based restricted share units granted to the reporting person on March 9, 2022 and that were scheduled to vest or be forfeited based on the attainment of performance-based vesting conditions during the performance period ending on February 29, 2024. In connection with that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Cisco Systems, Inc., a Delaware corporation ("Parent"), and Spirit Merger Corp., a Delaware corporation and wholly owned subsidiary of Parent, the Talent & Compensation Committee of the Board of Directors of the Issuer (the "Committee") accelerated the vesting and settlement of such restricted share units. The reporting person has signed a 280G Mitigation Acknowledgment as described in the Issuer's Current Report on Form 8-K filed on December 21, 2023, and the accelerated restricted share units are subject to certain forfeiture conditions.

Represents performance-based restricted share units granted to the reporting person on March 16, 2023 and that were scheduled to vest or be forfeited based on the attainment of performance-based vesting conditions during the performance period ending on February 28, 2025. In connection with that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, Cisco Systems, Inc., a Delaware corporation ("Parent"), and Spirit Merger Corp., a Delaware corporation and wholly owned subsidiary of Parent, the Talent & Compensation Committee of the Board of Directors of the Issuer (the "Committee") accelerated the vesting and settlement of such restricted share units. The reporting person has signed a 280G Mitigation Acknowledgment as described in the Issuer's Current Report on Form 8-K filed on December 21, 2023, and the accelerated restricted share units are subject to certain forfeiture conditions.