Brian Keith Roberts - 19 Dec 2023 Form 4 Insider Report for SPLUNK INC (SPLK)

Role: SVP & Chief Financial Officer
Signature: /s/ Steve Dean, by power of attorney
Issuer symbol: SPLK
Transactions as of: 19 Dec 2023
Transactions value $: -$11,115,846
Form type: 4
Filing time: 21 Dec 2023, 16:37:35 UTC
Previous filing: 23 Jan 2023
Next filing: 29 Feb 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SPLK	Common Stock	Award	$0	+87.7K	+146.67%	$0.00	148K	19 Dec 2023	Direct	F1
transaction	SPLK	Common Stock	Tax liability	-$11.1M	-73.1K	-49.59%	$151.97	74.4K	19 Dec 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 16, 2023 and that were scheduled to vest or be forfeited based on the attainment of performance-based vesting conditions during the performance periods ending on February 29, 2024 and 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 16, 2023 and that were scheduled to vest or be forfeited based on the attainment of performance-based vesting conditions during the performance periods ending on February 29, 2024 and 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.