SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Doll Dixon R Jr.

(Last)

(First)

(Middle)

VIOLIN MEMORY, INC.

4555 GREAT AMERICA PARKWAY

(Street)

SANTA CLARA

95054

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/26/2013

3. Issuer Name and Ticker or Trading Symbol
Violin Memory Inc [ VMEM ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

5. 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 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	940,382	D

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽¹⁾	01/27/2021	Common Stock	75,000	$0.14	D
Stock Option (right to buy)	⁽²⁾	01/27/2021	Common Stock	325,000	$0.14	D
Stock Option (right to buy)	⁽³⁾	09/05/2021	Common Stock	350,000	$1.42	D
Stock Option (right to buy)	⁽⁴⁾	09/06/2021	Common Stock	50,000	$1.42	D

Explanation of Responses:

1. The option award is fully vested and immediately exercisable.

2. The option award is immediately exercisable. The option award vests at a rate of 1/36th of the total number of shares subject to the option for each month of continuous service after January 28, 2011, the vesting commencement date. Upon a change of control or the consummation of an IPO, an additional 12 months of shares will become immediately vested and exercisable.

3. The option award vests at a rate of 1/36th of the total number of shares subject to the option for each month of continuous service after September 6, 2011, the vesting commencement date. Upon a change of control, an additional 12 months of shares will become immediately vested and exercisable.

4. The option award vests at a rate of 1/24th of the total number of shares subject to the option for each month of continuous service after September 6, 2011, the vesting commencement date. Upon a change of control, all shares subject to the option will become immediately vested and exercisable.

Remarks:

The reporting person holds restricted stock units ("RSUs"), the vesting of which are subject to the satisfaction of a performance condition. As a result, the RSUs are not yet considered reportable for purposes of Section 16, and are not reflected on this Form 3. The performance condition of the RSUs will be satisfied upon the completion of the Issuer's initial public offering ("IPO") and, therefore, the reporting person will file a Form 4 following the closing of the IPO to report the RSUs.

	/s/ Keith Kitchen, Attorney-in-fact for Dixon R. Doll, Jr.	09/26/2013
	** 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 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).
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 Number.