Gary Steele - Mar 15, 2024 Form 4 Insider Report for SPLUNK INC (SPLK)

Signature
/s/ Steve Dean, by power of attorney
Stock symbol
SPLK
Transactions as of
Mar 15, 2024
Transactions value $
-$10,621,364
Form type
4
Date filed
3/19/2024, 09:00 PM
Previous filing
Feb 29, 2024
Next filing
May 28, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SPLK Common Stock Award $0 +364K +149.36% $0.00 608K Mar 15, 2024 Direct F1
transaction SPLK Common Stock Disposed to Issuer -$10.6M -67.7K -11.13% $157.00 540K Mar 18, 2024 Direct F2
transaction SPLK Common Stock Disposed to Issuer -382K -70.61% 159K Mar 18, 2024 Direct F3, F4, F5, F6
transaction SPLK Common Stock Disposed to Issuer -47.3K -29.81% 111K Mar 18, 2024 Direct F7
transaction SPLK Common Stock Disposed to Issuer -111K -100% 0 Mar 18, 2024 Direct F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Gary Steele is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 The reported shares are represented by performance units ("PSUs") earned pursuant to the terms of a performance unit awards granted to the reporting person reflecting the achievement of the related performance conditions. Certain of such PSUs are subject to continued time-based vesting.
F2 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").
F3 Represents performance units ("PSUs") disposed of in connection with the Merger. A portion of the PSUs disposed of were vested as of the Effective Time and a portion remained subject to continued time-based vesting.
F4 Pursuant to the Merger Agreement, unvested Performance Restricted Stock Units ("Unvested PSUs") outstanding as of immediately prior to the Closing Date, were cancelled and converted into the right to receive an amount in cash per share without interest, subject to applicable withholding taxes, equal to (x) the number of shares of Issuer common stock issuable upon settlement of such Unvested PSUs multiplied by (y) the Merger Consideration (such amount, the "Unvested Cash (PSUs)").
F5 (continued from footnote 4) These Unvested Cash (PSUs) will vest and become payable at the same time as the applicable Unvested Company PSUs would have vested pursuant to its terms and will otherwise remain subject to the same terms, conditions, restrictions and service-based vesting arrangements (including any applicable provisions for accelerated vesting), in each case, as in effect from time to time unless otherwise superseded by any applicable contract between the holder and Issuer or Parent or their respective affiliates, effective after the Closing Date.
F6 Pursuant to the Merger Agreement, each Vested Company PSU 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 PSU by (y) the Merger Consideration.
F7 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.
F8 Pursuant to the Merger Agreement, unvested Restricted Stock Units ("Unvested RSUs") outstanding as of immediately prior to the Closing Date, were cancelled and converted into the right to receive an amount in cash per share without interest, subject to applicable withholding taxes, equal to (x) the number of shares of Issuer common stock issuable upon settlement of such Unvested RSUs multiplied by (y) the Merger Consideration (such amount, the "Unvested Cash (RSUs)").
F9 (continued from footnote 8) These Unvested Cash (RSUs) will vest and become payable at the same time as the applicable Unvested RSUs would have vested pursuant to its terms and will otherwise remain subject to the same terms, conditions, restrictions and service-based vesting arrangements (including any applicable provisions for accelerated vesting), in each case, as in effect from time to time unless otherwise superseded by any applicable contract between the holder, the Issuer or Parent or their respective affiliates effective after the Closing Date.