FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

TUNNELL DAVID R
2. Issuer Name and Ticker or Trading Symbol

SPLUNK INC [ SPLK ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O HELLMAN & FRIEDMAN LLC, 415 MISSION STREET, SUITE 5700
3. Date of Earliest Transaction (MM/DD/YYYY)

10/11/2022
(Street)

SAN FRANCISCO, CA 94105
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/11/2022  A  4468 (1)A$0.00 4468 D (3) 
Common Stock 10/11/2022  A  2553 (2)A$0.00 7021 D (3) 
Common Stock         11909197 I See footnotes (4)(6)
Common Stock         890625 I See footnotes (5)(6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) The reported securities are represented by restricted stock units ("RSUs"). The RSUs will vest in three equal annual installments beginning on October 11, 2023.
(2) The reported securities are represented by RSUs. One hundred percent of the RSUs will vest on the day prior to the Issuer's 2023 Annual Meeting of Stockholders.
(3) These securities are held by Mr. Tunnell for the benefit of private investment funds affiliated with H&F Shadowfax Holdings 2, L.P. and H&F Shadowfax Holdings, L.P.
(4) Reflects securities directly held by H&F Shadowfax Holdings 2, L.P.
(5) Reflects securities directly held by H&F Shadowfax Holdings, L.P.
(6) H&F Corporate Investors X, Ltd. is the general partner of Hellman & Friedman Investors X, L.P. Hellman & Friedman Investors X, L.P. is the general partner of Hellman & Friedman Capital Partners X, L.P. Hellman & Friedman Capital Partners X, L.P. is the managing member of H&F Shadowfax Holdings GP, LLC. H&F Shadowfax Holdings GP, LLC is the general partner of H&F Shadowfax Holdings, L.P. H&F Shadowfax Holdings, L.P. is the sole member of H&F Shadowfax Holdings 2 GP, LLC. H&F Shadowfax Holdings 2 GP, LLC is the general partner of H&F Shadowfax Holdings 2, L.P. A three member board of directors of H&F Corporate Investors X, Ltd. has investment discretion over the shares held by H&F Shadowfax Holdings 2, L.P. and H&F Shadowfax Holdings, L.P. David R. Tunnell, a member of the board of directors of Splunk Inc., is a member of the board of directors of H&F Corporate Investors X, Ltd.

Remarks:
The Reporting Person states that this filing shall not be an admission that the Reporting Person is the beneficial owner of any of the securities reported herein, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of such Reporting Person's pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
TUNNELL DAVID R
C/O HELLMAN & FRIEDMAN LLC
415 MISSION STREET, SUITE 5700
SAN FRANCISCO, CA 94105
X



Signatures
/s/ David R. Tunnell10/13/2022
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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