Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Sommer Steven R
2. Date of Event Requiring Statement (Month/Day/Year)
06/13/2013
3. Issuer Name and Ticker or Trading Symbol
SPLUNK INC [SPLK]
(Last)
(First)
(Middle)
C/O SPLUNK INC., 250 BRANNAN STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP & Chief Marketing Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN FRANCISCO, CA 94107
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 79,410
D (1)
 
Common Stock 395,905
I
See footnote (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   (3) 04/21/2020 Common Stock 8,334 $ 0.99 D  
Employee Stock Option (right to buy)   (4) 03/16/2021 Common Stock 22,917 $ 2.14 D  
Employee Stock Option (right to buy)   (5) 12/14/2021 Common Stock 65,661 $ 4.82 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sommer Steven R
C/O SPLUNK INC.
250 BRANNAN STREET
SAN FRANCISCO, CA 94107
      SVP & Chief Marketing Officer  

Signatures

/s/ Steve Dean, by power of attorney 06/14/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Of the reported securities, 60,000 shares are represented by restricted stock units ("RSUs") pursuant to which twenty-five percent vest on December 10, 2013 and one-sixteenth vest quarterly thereafter.
(2) Shares held directly by the Steven R. Sommer Trust dated January 26, 2004 for which the Reporting Person serves as trustee.
(3) An option to purchase 50,000 shares was granted on April 22, 2010 and was exercised in part prior to the date on which the Reporting Person became subject to Section 16. One-fourth of the shares subject to the option vested on January 21, 2011 and one forty-eighth of the shares vest monthly thereafter.
(4) An option to purchase 50,000 shares was granted on March 17, 2011 and was exercised in part prior to the date on which the Reporting Person became subject to Section 16. One-fourth of the shares subject to the option vested on March 27, 2012 and one forty-eighth of the shares vest monthly thereafter.
(5) An option to purchase 100,000 shares was granted on December 15, 2011 and was exercised in part prior to the date on which the Reporting Person became subject to Section 16. One-fourth of the shares subject to the option vested on December 15, 2012 and one forty-eighth of the shares vest monthly thereafter.

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