4//SEC Filing
SL Alpine Aggregator GP, L.L.C. 4
Accession 0000899243-21-028676
CIK 0001353283other
Filed
Jul 15, 8:00 PM ET
Accepted
Jul 16, 5:08 PM ET
Size
22.1 KB
Accession
0000899243-21-028676
Insider Transaction Report
Form 4
SPLUNK INCSPLK
SLA Spark Holdings, L.P.
Director
Transactions
- Other
0.75% Convertible Senior Notes due 2026
2021-07-15$10003500.00/sh(indirect: Held through SLA Spark Holdings, L.P.)Exercise: $160.00→ Common Stock (62,500 underlying) - Other
0.75% Convertible Senior Notes due 2026
2021-07-15$40014000.00/sh(indirect: Held through SLP Spark Holdings, L.P.)Exercise: $160.00→ Common Stock (250,000 underlying)
SL Alpine Aggregator GP, L.L.C.
Director
Transactions
- Other
0.75% Convertible Senior Notes due 2026
2021-07-15$40014000.00/sh(indirect: Held through SLP Spark Holdings, L.P.)Exercise: $160.00→ Common Stock (250,000 underlying) - Other
0.75% Convertible Senior Notes due 2026
2021-07-15$10003500.00/sh(indirect: Held through SLA Spark Holdings, L.P.)Exercise: $160.00→ Common Stock (62,500 underlying)
SLCA (GP), L.L.C.
Director
Transactions
- Other
0.75% Convertible Senior Notes due 2026
2021-07-15$10003500.00/sh(indirect: Held through SLA Spark Holdings, L.P.)Exercise: $160.00→ Common Stock (62,500 underlying) - Other
0.75% Convertible Senior Notes due 2026
2021-07-15$40014000.00/sh(indirect: Held through SLP Spark Holdings, L.P.)Exercise: $160.00→ Common Stock (250,000 underlying)
Transactions
- Other
0.75% Convertible Senior Notes due 2026
2021-07-15$10003500.00/sh(indirect: Held through SLA Spark Holdings, L.P.)Exercise: $160.00→ Common Stock (62,500 underlying) - Other
0.75% Convertible Senior Notes due 2026
2021-07-15$40014000.00/sh(indirect: Held through SLP Spark Holdings, L.P.)Exercise: $160.00→ Common Stock (250,000 underlying)
SLA Spark Aggregator, L.P.
Director
Transactions
- Other
0.75% Convertible Senior Notes due 2026
2021-07-15$10003500.00/sh(indirect: Held through SLA Spark Holdings, L.P.)Exercise: $160.00→ Common Stock (62,500 underlying) - Other
0.75% Convertible Senior Notes due 2026
2021-07-15$40014000.00/sh(indirect: Held through SLP Spark Holdings, L.P.)Exercise: $160.00→ Common Stock (250,000 underlying)
SLA Spark GP, L.L.C.
Director
Transactions
- Other
0.75% Convertible Senior Notes due 2026
2021-07-15$10003500.00/sh(indirect: Held through SLA Spark Holdings, L.P.)Exercise: $160.00→ Common Stock (62,500 underlying) - Other
0.75% Convertible Senior Notes due 2026
2021-07-15$40014000.00/sh(indirect: Held through SLP Spark Holdings, L.P.)Exercise: $160.00→ Common Stock (250,000 underlying)
Footnotes (8)
- [F1]This filing reflects the consummation of a planned syndication of a small portion of the $1 billion in aggregate of 0.75% Convertible Senior Notes due 2026 (the "Convertible Notes") of Splunk Inc. (the "Issuer") purchased by SLP Spark Holdings, L.P. ("SLP Spark") and SLA Spark Holdings, L.P. ("SLA Spark") on July 9, 2021, which syndication was completed on July 15, 2021 through the transfer of $50 million of Convertible Notes to an unaffiliated third party, with consent to transfer by the Issuer, for aggregate consideration of $50,017,500.
- [F2]Represents securities held by SLP Spark. 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.
- [F3]Represents securities held by SLA Spark. 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.
- [F4]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.
- [F5]The initial Conversion Rate (as defined below) is equivalent to an initial conversion price of $160.00 per share of Common Stock.
- [F6]In accordance with the Investment Agreement dated June 22, 2021, 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.
- [F7]The Convertible Notes mature on July 15, 2026, subject to earlier redemption, repurchase or conversion in accordance with their terms.
- [F8]Upon conversion of the Convertible Notes, the Issuer will deliver, at its election (or at the holder's election if in connection with a redemption), cash, Common Stock or 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 transferred 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.
Documents
Issuer
SPLUNK INC
CIK 0001353283
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001790765
Filing Metadata
- Form type
- 4
- Filed
- Jul 15, 8:00 PM ET
- Accepted
- Jul 16, 5:08 PM ET
- Size
- 22.1 KB