Elisa Steele - Mar 18, 2024 Form 4 Insider Report for SPLUNK INC (SPLK)

Role: Director
Signature: /s/ Steve Dean, by power of attorney
Stock symbol: SPLK
Transactions as of: Mar 18, 2024
Transactions value $: -$1,634,841
Form type: 4
Date filed: 3/20/2024, 08:00 PM
Previous filing: Mar 8, 2024
Next filing: May 22, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SPLK	Common Stock	Disposed to Issuer	-$1.63M	-10.4K	-93.74%	$157.00	695	Mar 18, 2024	Direct	F1
transaction	SPLK	Common Stock	Disposed to Issuer		-695	-100%		0	Mar 18, 2024	Direct	F2

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

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

Explanation of Responses:

Id	Content
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.

Content

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").

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.