This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) 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, 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”).
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On October 11, 2022 David R. Tunnell, a Partner of Hellman & Friedman LLC, was appointed to serve as a member of the Board of Directors of the Issuer and in such capacity may have influence over the corporate activities of the Issuer, including activities which may relate to items describe in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The information set forth or incorporated in Items 3, 4 and 5 are incorporated by reference in its entirety into this Item 6.
Directors affiliated with Hellman & Friedman LP are entitled to earn director compensation pursuant to the Issuer’s standard director compensation arrangements, which compensation is held for the benefit of private investment funds affiliated with H&F Shadowfax Holdings 2, L.P. and H&F Shadowfax Holdings, L.P. In connection with Mr. Tunnell’s appointment to the Board of Directors of the Issuer, in accordance with the Issuer’s director compensation policy, Mr. Tunnell was awarded 7,021 restricted stock units of which 4,468 will vest in three equal annual installments beginning on October 11, 2023 and 2,553 will vest in full on the day prior to the Issuers 2023 Annual Meeting of Stockholders.
