SEC FORM 4

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Smith Lance L.

(Last)

(First)

(Middle)

C/O FUSION-IO, INC.

2855 E. COTTONWOOD PKWY, SUITE 100

(Street)

SALT LAKE CITY

84121

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FUSION-IO, INC. [ FIO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and COO

3. Date of Earliest Transaction (Month/Day/Year)
07/23/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/23/2014		U⁽¹⁾		70,142	D	$11.25	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Options (right to buy)	$1.96	07/23/2014		J⁽²⁾			68,750	⁽³⁾	09/11/2020	Common Stock	68,750	⁽²⁾	0	D
Employee Stock Options (right to buy)	$5.12	07/23/2014		J⁽⁴⁾			300,000	⁽⁵⁾	01/24/2021	Common Stock	300,000	⁽⁴⁾	0	D
Restricted Stock Unit	$0.00	07/23/2014		J⁽⁶⁾			82,000	⁽⁷⁾	⁽⁷⁾	Common Stock	82,000	⁽⁶⁾	0	D
Restricted Stock Unit	$0.00	07/23/2014		J⁽⁸⁾			121,875	⁽⁹⁾	⁽⁹⁾	Common Stock	121,875	⁽⁸⁾	0	D

Explanation of Responses:

1. The Reporting Person tendered the shares in exchange for $11.25 per share in a tender offer made by Flight Merger Sub, Inc., pursuant to an Agreement and Plan of Merger, dated June 16, 2014, among the Issuer, SanDisk Corporation and Flight Merger Sub, Inc. (the "Plan of Merger").

2. Pursuant to the Plan of Merger, the vested portion of the award covering 56,250 shares of the Issuer's Common Stock was cashed out at a price per share of $9.29 (equal to the Offer Price minus the exercise price of the security). The unvested portion of the award covering 12,500 shares of the Issuer's Common Stock was cancelled in exchange for an option to purchase 1,425 shares of SanDisk common stock at an exercise price of $17.18 and is subject to the same vesting and expiration schedules as the original grant.

3. The option becomes exercisable as to 1/48th of the shares subject to the option each month after September 12, 2010.

4. Pursuant to the Plan of Merger, the vested portion of the award covering 62,500 shares of the Issuer's Common Stock was cashed out at a price of $6.13 (equal to the Offer Price minus the exercise price of the security). The unvested portion of the award covering 237,500 shares of the Issuer's Common Stock was cancelled in exchange for an option to purchase 27,105 shares of SanDisk common stock at an exercise price of $44.87 and is subject to the same vesting and expiration schedules as the original grant.

5. The option becomes exercisable as to 1/24th of the shares subject to the option in equal monthly installments beginning February 25, 2014.

6. Pursuant to the Plan of Merger, the award was cancelled in exchange for 9,358 restricted stock units of SanDisk common stock and is subject to the same vesting schedule as the original award.

7. The award vests as to 1/4 of the shares subject to the award on February 15, 2016, and 1/4 of the shares subject to the award vest quarterly thereafter, subject to the Reporting Person's continued service.

8. Pursuant to the Plan of Merger, the award was cancelled in exchange for 13,909 restricted stock units of SanDisk common stock and is subject to the same vesting schedule as the original award.

9. The award vests as to 1/16 of the shares subject to the award on November 15, 2013 and then 1/16 of the shares subject to the award will vest every three months thereafter, subject to the Reporting Person's continued service to the Issuer through such dates.

Remarks:

	/s/ Jonathan D. Golightly, Attorney-in-fact	07/25/2014
	** Signature of Reporting Person	Date
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).
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