4//SEC Filing
Kayman Brian 4
Accession 0001415889-24-008700
CIK 0001353283other
Filed
Mar 18, 8:00 PM ET
Accepted
Mar 19, 9:00 PM ET
Size
11.5 KB
Accession
0001415889-24-008700
Insider Transaction Report
Form 4
SPLUNK INCSPLK
Kayman Brian
Chief Accounting Officer
Transactions
- Disposition to Issuer
Common Stock
2024-03-18$157.00/sh−17,773$2,790,361→ 20,904 total - Disposition to Issuer
Common Stock
2024-03-18−1,752→ 19,152 total - Disposition to Issuer
Common Stock
2024-03-18−19,152→ 0 total - Tax Payment
Common Stock
2024-03-10$156.50/sh−158$24,727→ 38,677 total
Footnotes (4)
- [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.
- [F3]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)").
- [F4](continued from footnote 3) 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.
Documents
Issuer
SPLUNK INC
CIK 0001353283
Entity typeother
Related Parties
1- filerCIK 0001644821
Filing Metadata
- Form type
- 4
- Filed
- Mar 18, 8:00 PM ET
- Accepted
- Mar 19, 9:00 PM ET
- Size
- 11.5 KB