SCHEDULE 13G
Amendment No. 2
SPLUNK INC
COMMON STOCK
Cusip #848637104
Cusip #848637104
Item 1: Reporting Person - FMR LLC
Item 4: Delaware
Item 5: 429,800
Item 6: 0
Item 7: 3,526,784
Item 8: 0
Item 9: 3,535,139
Item 11: 2.990%
Item 12: HC
Cusip #848637104
Item 1: Reporting Person - Edward C. Johnson 3d
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 3,526,784
Item 8: 0
Item 9: 3,535,139
Item 11: 2.990%
Item 12: IN
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Item 1(a). Name of Issuer:
SPLUNK INC
Item 1(b). Name of Issuer's Principal Executive Offices:
250 BRANNAN STREET
SAN FRANCISCO , CA 94107
USA
Item 2(a). Name of Person Filing:
FMR LLC
Item 2(b). Address or Principal Business Office or, if None,
Residence:
245 Summer Street, Boston, Massachusetts 02210
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
COMMON STOCK
Item 2(e). CUSIP Number:
848637104
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
and the person filing,
FMR LLC, is a parent holding company in accordance with Section 240.13d-
1(b)(ii)(G). (Note: See Item 7).
Item 4. Ownership
(a) Amount Beneficially Owned: 3,535,139
(b) Percent of Class: 2.990%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
429,800
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the
disposition of: 3,526,784
(iv) shared power to dispose or to direct the
disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as
of the date hereof, the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the
following (X).
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company.
See attached Exhibit A.
Item 8. Identification and Classification of Members of the Group.
Not applicable. See attached Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
In as much as the reporting persons are no longer the beneficial owners of
more than five percent of the number of shares outstanding, the reporting
persons have no further reporting obligation under Section 13(d) of the
Securities and Exchange Commission thereunder, and the reporting persons
have no obligation to amend this Statement if any material change occurs in
the facts set forth herein. I also certify that, to the best of my
knowledge and belief, FIL Limited and its various non-U.S. investment
management subsidiaries included on this Schedule 13G are subject to a
regulatory scheme substantially comparable to the regulatory scheme
applicable to the functionally equivalent U.S. institutions. I also
undertake to furnish to the Commission staff, upon request, information
that would otherwise be disclosed in a Schedule 13D with respect to FIL
Limited and its various non-U.S. investment management subsidiaries
included on this Schedule 13G.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
May 9, 2014
Date
/s/ Scott C. Goebel
Signature
Scott C. Goebel
Duly authorized under Power of Attorney effective as of June 1, 2008,
by and on behalf of FMR LLC and its direct and indirect subsidiaries
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Pursuant to the instructions in Item 7 of Schedule 13G,
Fidelity Management & Research Company ("Fidelity"), 245 Summer Street,
Boston, Massachusetts 02210, a wholly-owned subsidiary of FMR LLC and an
investment adviser registered under Section 203 of the Investment Advisers
Act of 1940, is the beneficial owner of 3,012,026 shares or 2.548% of the
COMMON STOCK outstanding of SPLUNK INC ("the Company") as a result of
acting as investment adviser to various investment companies registered
under Section 8 of the Investment Company Act of 1940.
Edward C. Johnson 3d and FMR LLC, through its control of
Fidelity, and the funds each has sole power to dispose of the 3,012,026
shares owned by the Funds.
Fidelity SelectCo, LLC ("SelectCo"), 1225 17th Street,
Suite 1100, Denver, Colorado 80202, a wholly-owned subsidiary of FMR LLC
and an investment adviser registered under Section 203 of the Investment
Advisers Act of 1940, is the beneficial owner of 93,313 shares or 0.079% of
the COMMON STOCK outstanding of SPLUNK INC ("the Company") as a result of
acting as investment adviser to various investment companies registered
under Section 8 of the Investment Company Act of 1940 (the "SelectCo
Funds").
Edward C. Johnson 3d and FMR LLC, through its control of
SelectCo, and the SelectCo Funds each has sole power to dispose of the
93,313 owned by the SelectCo Funds.
Members of the family of Edward C. Johnson 3d, Chairman of
FMR LLC, are the predominant owners, directly or through trusts, of Series
B voting common shares of FMR LLC, representing 49% of the voting power of
FMR LLC. The Johnson family group and all other Series B shareholders have
entered into a shareholders' voting agreement under which all Series B
voting common shares will be voted in accordance with the majority vote of
Series B voting common shares. Accordingly, through their ownership of
voting common shares and the execution of the shareholders' voting
agreement, members of the Johnson family may be deemed, under the
Investment Company Act of 1940, to form a controlling group with respect to
FMR LLC.
Neither FMR LLC nor Edward C. Johnson 3d, Chairman of FMR
LLC, has the sole power to vote or direct the voting of the shares owned
directly by the Fidelity Funds, which power resides with the Funds' Boards
of Trustees. Fidelity carries out the voting of the shares under written
guidelines established by the Funds' Boards of Trustees.
Fidelity Management Trust Company, 245 Summer Street,
Boston, Massachusetts 02210, a wholly-owned subsidiary of FMR LLC and a
bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934,
is the beneficial owner of 253,168 shares or 0.214% of the COMMON STOCK
outstanding of the Company as a result of its serving as investment manager
of the institutional account(s).
Edward C. Johnson 3d and FMR LLC, through its control of
Fidelity Management Trust Company, each has sole dispositive power over
253,168 shares and sole power to vote or to direct the voting of 253,168
shares of COMMON STOCK owned by the institutional account(s) as reported
above.
Strategic Advisers, Inc., 245 Summer Street, Boston,
Massachusetts 02210, a wholly-owned subsidiary of FMR LLC and an investment
adviser registered under Section 203 of the Investment Advisers Act of
1940, provides investment advisory services to individuals. As such, FMR
LLC's beneficial ownership includes 15,187 shares, or 0.013%, of the COMMON
STOCK outstanding of SPLUNK INC, beneficially owned through Strategic
Advisers, Inc.
Pyramis Global Advisors, LLC ("PGALLC"), 900 Salem Street,
Smithfield, Rhode Island 02917, an indirect wholly-owned subsidiary of FMR
LLC and an investment adviser registered under Section 203 of the
Investment Advisers Act of 1940, is the beneficial owner of 29,170 shares
or 0.025% of the outstanding COMMON STOCK of SPLUNK INC as a result of its
serving as investment adviser to institutional accounts, non-U.S. mutual
funds, or investment companies registered under Section 8 of the Investment
Company Act of 1940 owning such shares.
Edward C. Johnson 3d and FMR LLC, through its control of
PGALLC, each has sole dispositive power over 40,420 shares and sole power
to vote or to direct the voting of 29,170 shares of COMMON STOCK owned by
the institutional accounts or funds advised by PGALLC as reported above.
Pyramis Global Advisors Trust Company ("PGATC"), 900 Salem
Street, Smithfield, Rhode Island 02917, an indirect wholly-owned subsidiary
of FMR LLC and a bank as defined in Section 3(a)(6) of the Securities
Exchange Act of 1934, is the beneficial owner of 112,845 shares or 0.095%
of the outstanding COMMON STOCK of the SPLUNK INC as a result of its
serving as investment manager of institutional accounts owning such shares.
Edward C. Johnson 3d and FMR LLC, through its control of
Pyramis Global Advisors Trust Company, each has sole dispositive power over
105,490 shares and sole power to vote or to direct the voting of 112,845
shares of COMMON STOCK owned by the institutional accounts managed by PGATC
as reported above.
FIL Limited ("FIL"), Pembroke Hall, 42 Crow Lane, Hamilton,
Bermuda, and various foreign-based subsidiaries provide investment advisory
and management services to a number of non-U.S. investment companies and
certain institutional investors. FIL, which is a qualified institution
under section 240.13d-1(b)(1)(ii), is the beneficial owner of 12,250 shares
or 0.010% of the COMMON STOCK outstanding of the Company.
Partnerships controlled predominantly by members of the
family of Edward C. Johnson 3d, Chairman of FMR LLC and FIL, or trusts for
their benefit, own shares of FIL voting stock. While the percentage of
total voting power represented by these shares may fluctuate as a result of
changes in the total number of shares of FIL voting stock outstanding from
time to time, it normally represents more than 25% and less than 50% of the
total votes which may be cast by all holders of FIL voting stock. FMR LLC
and FIL are separate and independent corporate entities, and their Boards
of Directors are generally composed of different individuals.
FMR LLC and FIL are of the view that they are not acting as
a "group" for purposes of Section 13(d) under the Securities Exchange Act
of 1934 (the "1934" Act) and that they are not otherwise required to
attribute to each other the "beneficial ownership" of securities
"beneficially owned" by the other corporation within the meaning of Rule
13d-3 promulgated under the 1934 Act. Therefore, they are of the view that
the shares held by the other corporation need not be aggregated for
purposes of Section 13(d). However, FMR LLC is making this filing on a
voluntary basis as if all of the shares are beneficially owned by FMR LLC
and FIL on a joint basis.
FIL has sole dispositive power over 0 shares owned by the
International Funds. FIL has sole power to vote or direct the voting of
12,250 shares and no power to vote or direct the voting of 0 shares of
COMMON STOCK held by the International Funds as reported above.
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) AGREEMENT
The undersigned persons, on May 9, 2014, agree and consent
to the joint filing on their behalf of this Schedule 13G in connection with
their beneficial ownership of the COMMON STOCK of SPLUNK INC at April 30,
2014.
FMR LLC
By /s/ Scott C. Goebel
Scott C. Goebel
Duly authorized under Power of Attorney effective as of June 1, 2008, by
and on behalf of FMR LLC and its direct and indirect subsidiaries
Edward C. Johnson 3d
By /s/ Scott C. Goebel
Scott C. Goebel
Duly authorized under Power of Attorney effective as of June 1, 2008, by
and on behalf of Edward C. Johnson 3d
Fidelity Management & Research Company
By /s/ Scott C. Goebel
Scott C. Goebel
Senior V.P. and General Counsel
Document-Separator. This page separates the filing documents of two
notifications.
Page of
Exhibit A