3//SEC Filing
SL Alpine Aggregator GP, L.L.C. 3
Accession 0000899243-21-028240
CIK 0001353283other
Filed
Jul 12, 8:00 PM ET
Accepted
Jul 13, 5:19 PM ET
Size
19.6 KB
Accession
0000899243-21-028240
Insider Transaction Report
Form 3
SPLUNK INCSPLK
SL Alpine Aggregator GP, L.L.C.
Director
Holdings
- (indirect: Held through SLA Spark Holdings, L.P.)
0.75% Convertible Senior Notes due 2026
Exercise: $160.00→ Common Stock (1,250,000 underlying) - (indirect: Held through SLP Spark Holdings, L.P.)
0.75% Convertible Senior Notes due 2026
Exercise: $160.00→ Common Stock (5,000,000 underlying)
SLCA (GP), L.L.C.
Director
Holdings
- (indirect: Held through SLA Spark Holdings, L.P.)
0.75% Convertible Senior Notes due 2026
Exercise: $160.00→ Common Stock (1,250,000 underlying) - (indirect: Held through SLP Spark Holdings, L.P.)
0.75% Convertible Senior Notes due 2026
Exercise: $160.00→ Common Stock (5,000,000 underlying)
SLA Spark Holdings, L.P.
Director
Holdings
- (indirect: Held through SLP Spark Holdings, L.P.)
0.75% Convertible Senior Notes due 2026
Exercise: $160.00→ Common Stock (5,000,000 underlying) - (indirect: Held through SLA Spark Holdings, L.P.)
0.75% Convertible Senior Notes due 2026
Exercise: $160.00→ Common Stock (1,250,000 underlying)
SLA Spark GP, L.L.C.
Director
Holdings
- (indirect: Held through SLP Spark Holdings, L.P.)
0.75% Convertible Senior Notes due 2026
Exercise: $160.00→ Common Stock (5,000,000 underlying) - (indirect: Held through SLA Spark Holdings, L.P.)
0.75% Convertible Senior Notes due 2026
Exercise: $160.00→ Common Stock (1,250,000 underlying)
Holdings
- (indirect: Held through SLA Spark Holdings, L.P.)
0.75% Convertible Senior Notes due 2026
Exercise: $160.00→ Common Stock (1,250,000 underlying) - (indirect: Held through SLP Spark Holdings, L.P.)
0.75% Convertible Senior Notes due 2026
Exercise: $160.00→ Common Stock (5,000,000 underlying)
SLA Spark Aggregator, L.P.
Director
Holdings
- (indirect: Held through SLA Spark Holdings, L.P.)
0.75% Convertible Senior Notes due 2026
Exercise: $160.00→ Common Stock (1,250,000 underlying) - (indirect: Held through SLP Spark Holdings, L.P.)
0.75% Convertible Senior Notes due 2026
Exercise: $160.00→ Common Stock (5,000,000 underlying)
Footnotes (7)
- [F1]SLP Spark Holdings, L.P. ("SLP Spark") holds $800 million principal amount of 0.75% Convertible Senior Notes due 2026 (the "Convertible Notes") of Splunk Inc. (the "Issuer"). SLP Spark GP, L.L.C. ("SLP Spark GP") is the general partner of SLP Spark. SLP Spark Aggregator, L.P. ("SLP Aggregator") is the managing member of SLP Spark GP. SLP VI Aggregator GP, L.L.C. ("SLP VI GP") is the general partner of SLP Aggregator. Silver Lake Technology Associates VI, L.P. ("SLTA VI") is the managing member of SLP VI GP. SLTA VI (GP), L.L.C. ("SLTA VI GP") is the general partner of SLTA VI.
- [F2]SLA Spark Holdings, L.P. ("SLA Spark") holds $200 million principal amount of the Convertible Notes. SLA Spark GP, L.L.C. ("SLA Spark GP") is the general partner of SLA Spark. SLA Spark Aggregator, L.P. ("SLA Aggregator") is the managing member of SLA Spark GP. SL Alpine Aggregator GP, L.L.C. ("SLA GP") is the general partner of SLA Aggregator. Silver Lake Alpine Associates, L.P. ("SLAA") is the managing member of SLA GP. SLAA (GP), L.L.C. ("SLAA GP") is the general partner of SLAA.
- [F3]Silver Lake Group, L.L.C. ("SLG") is the managing member of each of SLTA VI and SLAA. Mr. Kenneth Hao serves as a member of the board of directors of the Issuer and as Chairman and Managing Member of SLG. Each of SLP Spark, SLP Spark GP, SLP Aggregator, SLP VI GP, SLTA VI, SLTA VI GP, SLA Spark, SLA Spark GP, SLA Aggregator, SLA GP, SLAA, SLAA GP and SLG may be deemed to be a director by deputization of the Issuer.
- [F4]On June 22, 2021, affiliates of the Reporting Persons entered into an Investment Agreement with the Issuer (the "Investment Agreement"), pursuant to which, by joinder thereto, on July 9, 2021 SLP Spark and SLA Spark purchased an aggregate of $1 billion principal amount of the Issuer's Convertible Notes issued under an indenture governing the Convertible Notes. In accordance with the Investment Agreement, SLP Spark and SLA Spark are restricted from exercising the Convertible Notes prior to the earlier of (i) the second anniversary of the date of issuance and (ii) immediately prior to the consummation of a change of control of the Issuer, in each case, subject to certain exceptions.
- [F5]The Convertible Notes mature on July 15, 2026, subject to earlier redemption, repurchase or conversion in accordance with their terms.
- [F6]Upon conversion of the Convertible Notes, the Issuer will deliver, at its election (or at the converting holder's election if in connection with a redemption), cash, Common Stock or a combination thereof. Upon a redemption of the Convertible Notes at the Issuer's option, the redemption price will be paid in cash, unless holders elect to convert instead. This number represents the number of shares of Common Stock issuable upon conversion of the Convertible Notes if the Issuer elects to settle its conversion obligation solely through shares of Common Stock by delivering a number of shares of Common Stock at the initial conversion rate of 6.2500 shares of Common Stock (the "Conversion Rate"), and cash in lieu of fractional shares of Common Stock, per $1,000 principal amount of Convertible Notes. The initial Conversion Rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of an indenture governing the Convertible Notes.
- [F7]The initial Conversion Rate is equivalent to an initial conversion price of $160.00 per share of Common Stock.
Documents
Issuer
SPLUNK INC
CIK 0001353283
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001790765
Filing Metadata
- Form type
- 3
- Filed
- Jul 12, 8:00 PM ET
- Accepted
- Jul 13, 5:19 PM ET
- Size
- 19.6 KB