SEC Form SC 13D/A filed by Splunk Inc. (Amendment)

SEC Form SC 13D/A filed by Splunk Inc. (Amendment)

SEC Form SC 13D/A filed by Splunk Inc. (Amendment)

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3/20/24 4:09:58 PM ET

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SC 13D/A 1 d756111dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

SPLUNK INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

848637104

(CUSIP Number)

Arrie R. Park

Hellman & Friedman LLC

415 Mission Street, Suite 5700

San Francisco, California 94105

(415) 788-5111

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 18, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

CUSIP NO. 848637104


1.		Names of Reporting Persons. H&F Corporate Investors X, Ltd.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands

CUSIP NO. 848637104


1.		Names of Reporting Persons. Hellman & Friedman Investors X, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands

CUSIP NO. 848637104


1.		Names of Reporting Persons. Hellman & Friedman Capital Partners X, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands

CUSIP NO. 848637104


1.		Names of Reporting Persons. H&F Shadowfax Holdings GP, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP NO. 848637104


1.		Names of Reporting Persons. H&F Shadowfax Holdings, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP NO. 848637104


1.		Names of Reporting Persons. H&F Shadowfax Holdings 2 GP, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP NO. 848637104


1.		Names of Reporting Persons. H&F Shadowfax Holdings 2, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

This Amendment No. 5 to Schedule 13D (“Amendment No. 5”) amends the statement on Schedule 13D originally filed by certain of the Reporting Persons on March 4, 2022, as amended by Amendment No. 1 filed on April 4, 2022, as amended by Amendment No. 2 filed on September 9, 2022, as amended by Amendment No. 3 filed on October 13, 2022, as amended by Amendment No. 4 filed on September 22, 2023 (as amended, the “Schedule 13D”) relating to the common stock, par value $0.001 per share (the “Common Stock”), of Splunk Inc., a Delaware corporation (the “Issuer”). As set forth below, as a result of the transactions described herein, on March 18, 2024, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Issuer’s securities. The filing of this Amendment No. 5 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons. Capitalized terms used but not defined in this Amendment No. 5 shall have the same meanings ascribed to them in the Schedule 13D.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

The information set forth in Item 6 of this Schedule 13D is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer

Item 5(a) – (c) of the Schedule 13D is hereby amended and restated as follows:

The information set forth in Items 2, 3 and 6 and Annex A of this Schedule 13D and the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5.

(a), (b) As a result of the consummation of the Merger, the Reporting Persons no longer beneficially own any securities of the Issuer nor have sole or shared power to vote, direct the vote, dispose or direct the disposition with respect to any securities of the Issuer, and the filing of this Amendment No. 5 represents the final amendment to the Schedule 13D and constitutes an “exit” filing for each Reporting Person.

(c) Except as set forth in this Amendment No. 5, there have been no transactions by the Reporting Persons in the shares of Common Stock during the past sixty days.

(d) Not applicable.

(e) As of March 18, 2024, the Reporting Persons ceased to beneficially own more than 5% of the Issuer’s outstanding Common Stock.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended by inserting the following information at the end of Item 6:

Consummation of the Merger

On March 18, 2024, pursuant to the terms of the Merger Agreement, the Merger was consummated, pursuant to which, among other things, (i) each share of Common Stock outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (including the Common Stock held by the Reporting Persons), at the Effective Time automatically converted into the right to receive $157.00 in cash, subject to applicable withholding taxes and (ii) the Voting and Support Agreement was terminated. As a result, the Reporting Persons no longer beneficially own any of the Issuer’s Common Stock.

Signatures

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: March 20, 2024


H&F CORPORATE INVESTORS X, LTD.

By:		/s/ Stephen Ensley
Name: Stephen Ensley
Title: Vice President

HELLMAN & FRIEDMAN INVESTORS X, L.P.

By:		H&F Corporate Investors X, Ltd.
Its:		General Partner

By:		/s/ Stephen Ensley
Name: Stephen Ensley
Title: Vice President

HELLMAN & FRIEDMAN CAPITAL PARTNERS X, L.P.

By:		Hellman & Friedman Investors X, L.P.
Its:		General Partner

By:		H&F Corporate Investors X, Ltd.
Its:		General Partner

By:		/s/ Stephen Ensley
Name: Stephen Ensley
Title: Vice President

H&F SHADOWFAX HOLDINGS GP, LLC

By:		Hellman & Friedman Capital Partners X, L.P.
Its:		Managing Member

By:		Hellman & Friedman Investors X, L.P.
Its:		General Partner

By:		H&F Corporate Investors X, Ltd.
Its:		General Partner

By:		/s/ Stephen Ensley
Name: Stephen Ensley
Title: Vice President


H&F SHADOWFAX HOLDINGS, L.P.

By:		H&F Shadowfax Holdings GP, LLC
Its:		General Partner

By:		Hellman & Friedman Capital Partners X, L.P.
Its:		Managing Member

By:		Hellman & Friedman Investors X, L.P.
Its:		General Partner

By:		H&F Corporate Investors X, Ltd.
Its:		General Partner

By:		/s/ Stephen Ensley
Name: Stephen Ensley
Title: Vice President

H&F SHADOWFAX HOLDINGS 2 GP, LLC

By:		/s/ Stephen Ensley
Name: Stephen Ensley
Title: Vice President

H&F SHADOWFAX HOLDINGS 2, L.P.

By:		/s/ Stephen Ensley
Name: Stephen Ensley
Title: Vice President

[Schedule 13D Signature Page]

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Date	Price Target	Rating	Analyst
11/29/2023	$157.00	Buy → Hold	Truist
8/9/2023	$125.00	Overweight	CapitalOne
4/19/2023		Outperform	William Blair
2/6/2023	$130.00	Sector Weight → Overweight	KeyBanc Capital Markets
1/17/2023		Buy → Neutral	Guggenheim
12/15/2022	$86.00	Neutral	Wedbush
11/7/2022	$90.00	Outperform	Wolfe Research
10/19/2022	$130.00	Outperform	Robert W. Baird

Number of

shares beneficially

owned by

each

reporting

person

with:

Sole Voting Power

0

Shared Voting Power

0

Sole Dispositive Power

0

Shared Dispositive Power

0