SC TO-T/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

(Amendment No. 3)

FUSION-IO, INC.

(Names of Subject Company (Issuer))

FLIGHT MERGER SUB, INC.

(Name of Filing Persons (Offeror))

a wholly owned subsidiary of

SANDISK CORPORATION

(Name of Filing Persons (Parent of Offeror))

COMMON STOCK, $0.0002 PAR VALUE PER SHARE
(Title of Class of Securities)

36112J107
(CUSIP Number of Class of Securities)

Eric S. Whitaker, Esq.

Senior Vice President and Chief Legal Officer

SanDisk Corporation

951 SanDisk Drive

Milpitas, California 95035
(408) 801-1000

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

with copies to:

Kenton J. King, Esq.

M. Amr Razzak, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

525 University Avenue, Suite 1100

Palo Alto, CA 94301

(650) 470-4500

CALCULATION OF FILING FEE

Transaction valuation(1)	Amount of filing fee(2)
$1,306,541,368.26	$168,282.53

(1)Estimated solely for purposes of calculating the filing fee. The transaction valuation was calculated by adding (i) 108,938,952 shares of common stock of Fusion-io, Inc., par value $0.0002 per share (the “Shares”), multiplied by the offer price of $11.25 per Share (ii) 6,778,545 Shares issuable pursuant to outstanding options with an exercise price less than the offer price of $11.25 per share, multiplied by $5.578, which is the offer price of $11.25 per Share minus the weighted average exercise price for such options of $5.672 per share and (iii) 3,837,105 restricted stock units multiplied by the offer price of $11.25 per Share. The calculation of the filing fee is based on information provided by Fusion-io as of June 20, 2014.

(2)The filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for fiscal year 2014, issued August 30, 2013, is calculated by multiplying the transaction valuation by .00012880.

xCheck the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $168,282.53	Filing Party: Flight Merger Sub, Inc. and SanDisk Corporation
Form or Registration No.: Schedule TO-T	Date Filed: June 24, 2014

oCheck the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

xthird-party tender offer subject to Rule 14d-1.

oissuer tender offer subject to Rule 13e-4.

ogoing-private transaction subject to Rule 13e-3.

oamendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

oRule 13e-4(i) (Cross-Border Issuer Tender Offer)

oRule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 3 (“Amendment No. 3”) amends and supplements the Tender Offer Statement on Schedule TO filed by Flight Merger Sub, Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of SanDisk Corporation, a Delaware corporation (“Parent”), and Parent with the U.S. Securities and Exchange Commission (the “SEC”) on June 24, 2014, as amended by Amendment No. 1 filed on July 11, 2014 and Amendment No. 2 filed on July 16, 2014 (as it may be amended or supplemented, the “Schedule TO”) and relates to the offer of Purchaser to purchase all outstanding shares of common stock, par value $0.0002 per share (the “Shares”), of Fusion-io, Inc., a Delaware corporation (“Fusion-io” or the “Company”), at a price of $11.25 per Share (the “Offer Price”), net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 24, 2014 (as it may be amended or supplemented, the “Offer to Purchase”) and in the related Letter of Transmittal (as it may be amended or supplemented, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”), which are annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively.  This Amendment No. 3 is being filed by Parent and Purchaser.

The Item of the Schedule TO set forth below, and all the information set forth in the Offer to Purchase, to the extent incorporated by reference therein, is hereby amended and supplemented as set forth below.  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Offer to Purchase.

Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit:

(a)(5)(K)                Excerpts of Transcript of Q2 2014 Earnings Conference Call held by Parent on July 16, 2014

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SIGNATURE

After due 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.

Dated: July 17, 2014

FLIGHT MERGER SUB, INC.
By:	/s/ Garth Bossow
Name:	Garth Bossow
Title:	Secretary
SANDISK CORPORATION
By:	/s/ Eric S. Whitaker
Name:	Eric S. Whitaker
Title:	Senior Vice President and Chief Legal Officer

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EXHIBIT INDEX

Exhibit No.	Description
(a)(1)(A)	Offer to Purchase, dated June 24, 2014*
(a)(1)(B)	Form of Letter of Transmittal*
(a)(1)(C)	Form of Notice of Guaranteed Delivery*
(a)(1)(D)	Form of Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
(a)(1)(E)	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
(a)(1)(F)	Summary Advertisement, as published in the New York Times on June 24, 2014*
(a)(5)(A)	Joint Press Release of Parent and Fusion-io, Inc. dated June 16, 2014, as originally filed as Exhibit 99.1 to the Current Report on Form 8-K filed by Parent with the Securities and Exchange Commission on June 16, 2014, which is incorporated by reference herein.
(a)(5)(B)	Email to Parent employees from Sanjay Mehrotra, Purchaser’s President and Chief Executive Officer, as originally filed as Exhibit 99.1 to the Tender Offer Statement on Schedule TO-C filed by the Purchaser and Parent with the Securities and Exchange Commission on June 16, 2014, which is incorporated by reference herein.
(a)(5)(C)	Email to Fusion-io employees from Sanjay Mehrotra, Parent’s President and Chief Executive Officer, as originally filed as Exhibit 99.2 to the Tender Offer Statement on Schedule TO-C filed by the Purchaser and Parent with the Securities and Exchange Commission on June 16, 2014, which is incorporated by reference herein.
(a)(5)(D)	Edited transcript of Parent conference call on June 16, 2014, as originally filed as Exhibit 99.3 to the Tender Offer Statement on Schedule TO-C filed by the Purchaser and Parent with the Securities and Exchange Commission on June 16, 2014, which is incorporated by reference herein.
(a)(5)(E)	Form of email from Parent to its customers, as originally filed as Exhibit 99.4 to the Tender Offer Statement on Schedule TO-C filed by the Purchaser and Parent with the Securities and Exchange Commission on June 16, 2014, which is incorporated by reference herein.
(a)(5)(F)	Form of email from Parent to its partners, as originally filed as Exhibit 99.5 to the Tender Offer Statement on Schedule TO-C filed by the Purchaser and Parent with the Securities and Exchange Commission on June 16, 2014, which is incorporated by reference herein.
(a)(5)(G)	Parent Sales Q&A, as originally filed as Exhibit 99.6 to the Tender Offer Statement on Schedule TO-C filed by the Purchaser and Parent with the Securities and Exchange Commission on June 16, 2014, which is incorporated by reference herein.
(a)(5)(H)	Parent Sales Customer Presentation, as originally filed as Exhibit 99.7 to the Tender Offer Statement on Schedule TO-C filed by the Purchaser and Parent with the Securities and Exchange Commission on June 16, 2014, which is incorporated by reference herein.
(a)(5)(I)	Transcript of CNBC interview with Sanjay Mehrotra, Parent’s President and Chief Executive Officer, dated June 16, 2014, as originally filed as Exhibit 99.8 to the Tender Offer Statement on Schedule TO-C filed by the Purchaser and Parent with the Securities and Exchange Commission on June 16, 2014, which is incorporated by reference herein.
(a)(5)(J)	Presentation to Fusion-io employees by Sanjay Mehrotra, Parent’s President and Chief Executive Officer, Tom Baker, Parent’s Senior Vice President, Human Resources and Rene Hartner, Parent’s Vice President, Corporate Business Development, as originally filed as Exhibit 99.1 to the Tender Offer Statement on Schedule TO-C filed by the Purchaser and Parent with the Securities and Exchange Commission on June 23, 2014, which is incorporated by reference herein.
(a)(5)(K)	Excerpts of Transcript of Q2 2014 Earnings Conference Call held by Parent on July 16, 2014

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Exhibit No.	Description
(b)	Not applicable
(d)(1)	Agreement and Plan of Merger, dated June 16, 2014, by and among Parent, Purchaser and Fusion-io, as originally filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Parent with the Securities and Exchange Commission on June 16, 2014, which is incorporated by reference herein.
(d)(2)	Support Agreement, dated June 16, 2014, by and between Parent and Shane Robison*
(d)(3)	Support Agreement, dated June 16, 2014, by and between Parent and Lance L. Smith*
(d)(4)	Support Agreement, dated June 16, 2014, by and between Parent and David Sampson*
(d)(5)	Support Agreement, dated June 16, 2014, by and between Parent and Scott D. Sandell*
(d)(6)	Support Agreement, dated June 16, 2014, by and between Parent and Forest Baskett*
(d)(7)	Support Agreement, dated June 16, 2014, by and between Parent and H. Raymond Bingham*
(d)(8)	Support Agreement, dated June 16, 2014, by and between Parent and Dana L. Evan*
(d)(9)	Support Agreement, dated June 16, 2014, by and among Parent and New Enterprise Associates 12, Limited Partnership*
(d)(10)	Nondisclosure Agreement, dated November 18, 2013, by and between Parent and Fusion-io, Inc.*
(d)(11)	Exclusivity Agreement, dated May 23, 2014, by and between Parent and Fusion-io, Inc.*
(d)(12)	Offer Letter, dated June 14, 2014, by and between Parent and Lance L. Smith*
(d)(13)	Letter Agreement, dated July 15, 2014, by and among Parent, Purchaser and Fusion-io*
(d)(14)	Press Release issued by Parent, dated July 16, 2014*
(g)	Not applicable
(h)	Not applicable

* Previously filed with the Tender Offer Statement on Schedule TO filed by Purchaser and Parent with the Securities and Exchange Commission on June 24, 2014, with Amendment No. 1 to the Tender Offer Statement on Schedule TO, filed on July 11, 2014 or with Amendment No. 2 to the Tender Offer Statement on Schedule TO, filed on July 16, 2014.

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EX-99.(A)(5)(K)

Exhibit (a)(5)(k)

Q2 2014 SanDisk Corp Earnings Call

July 16, 2014, 2:00PM PDT / 9:00PM GMT

Excerpts from Edited Transcript

*** denotes excluded content

Excerpts from Prepared Remarks:

Operator: Good day, and welcome to the SanDisk second-quarter 2014 financial results conference call. Today’s conference is being recorded. At this time, I would like to turn the conference over to Brendan Lahiff. Please go ahead, sir.

Brendan Lahiff (SanDisk Corporation, Director of IR): Thank you, Melanie, and good afternoon, everyone. With me on the call is Sanjay Mehrotra, President and CEO of SanDisk, and Judy Bruner, Executive Vice President of Administration and CFO. In a moment we will hear remarks from both of them, followed by Q&A.

Before we begin, please note that any non-GAAP financial measures being discussed during the call, as defined by the SEC in Regulation G, will be reconciled to the most comparable GAAP financial measure. That reconciliation is now available, along with supplemental schedules on our website at SanDisk.com/IR. Please note that non-GAAP to GAAP reconciliation tables for all applicable guidance will also be posted on our website. This guidance is exclusive of any one-time transactions and does not reflect the effect of any acquisitions, divestitures, or similar transactions that may be completed after July 16, 2014.

In addition, during our call today, we will make forward-looking statements that refer to expectations, projections, or other future events. Please refer to today’s press release and our SEC filings, including the most recent 10-Q for information on the risk factors that could cause results to differ materially from those expressed in the forward-looking statements. SanDisk assumes no obligation to update these forward-looking statements, which speak as of today.

This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. The tender offer to purchase all of the outstanding shares of common stock of Fusion-io, Inc. is being made solely by means of the offer to purchase, the letter of transmittal and related documents, which contain the full terms and conditions of the tender offer, and have been mailed to Fusion-io stockholders, and filed with the SEC.

Investors and security holders of Fusion-io are urged to read these and other documents filed with the SEC, as well as any amendments or supplements to those documents carefully in their entirety, when they become available, because they contain or will contain important information about the proposed transaction. With that, I will turn the call over to Sanjay.

Sanjay Mehrotra (SanDisk Corporation, President & CEO): Thank you, Brendan, and good afternoon everyone.

***

In June, we signed a definitive agreement to acquire Fusion-io, a market leader in enterprise PCIe hardware and software solutions. This acquisition will accelerate our transformation into a value-added solutions provider, and will further enhance our capabilities with new solutions, channels, customers, and go-to-market expertise. We have received regulatory clearance for this transaction, and look forward to closing this acquisition soon, per the time line of our tender offer.

***

We look forward to welcoming the Fusion-io team to the SanDisk family, and we remain focused on delivering the best value to our customers, partners, employees and shareholders. With that, I will turn over the call to Judy for the financial review and outlook.

Judy Bruner (SanDisk Corporation, EVP of Administration & CFO): Thank you, Sanjay.

***

Our Q2 non-GAAP operating expenses of $311 million were slightly below our forecasted range, due primarily to a delay in certain hiring and other spending, some of which we consciously slowed down, given the planned acquisition of Fusion-io.

***

I will now turn to forward-looking commentary. We currently expect the Fusion-io acquisition to close in the third quarter, but at this time, we will provide our forecast on a standalone basis, with a focus on Q3.

***

As previously indicated, we expect the Fusion-io acquisition to close in our third fiscal quarter. As you can see from their recent quarterly results, Fusion-io has been operating at a loss, and we expect synergies to be modest in the early quarters, with any initial synergies more than offset by one-time restructuring and deal costs. We continue to expect the acquisition to be accretive to our non-GAAP earnings in the second half of our FY15.

Excerpts from Q&A:

Craig Ellis (B. Riley & Co., Analyst): And at Analyst Day, you indicated, I think, that around $400 million of this year’s CapEx was for non-wafer fab, and one of the initiatives was to build your own SSD manufacturing facility in Malaysia. Given the pending Fusion-io acquisition, what’s the expectation for the capital intensity of that facility? Does it need to go up, given what you may do with that new business?

Judy Bruner: That facility is under construction. We broke ground, and it’s under construction, and we absolutely are moving as fast as we can on the construction of that Malaysia SSD facility.

Sanjay Mehrotra: And we expect it to be in production in second half of next year.

Craig Ellis: And would it be something you could use for Fusion-io product?

Sanjay Mehrotra: We will discuss this post-close, once we firm up our plans.

Craig Ellis: Thank you.

***

Mehdi Hosseini (SIG, Analyst): Sure, fair. And Sanjay, as we look into next year, bit supply growth of 30% to 40%, how should we think about how the Fusion-io is going to consume some of these bits of capacity, and would that have any change on your capacity plan, or would you prefer going into the merchant market, and just procure from the merchant market, if you have to? If you remain —

Sanjay Mehrotra: As you have seen, in the case — I’m sorry. Maybe I didn’t let you finish the question. Please say the last sentence again.

Mehdi Hosseini: Sure. Given the expectation of Fusion-io closing in the September quarter, and the capacity requirements for Fusion-io products, is that changing your capacity planning? And B, if not, would you be willing to procure more from the merchant market?

Sanjay Mehrotra: So regarding the flash memory supply requirements for Fusion-io, as we have seen from our previous acquisitions of Pliant, as well as SMART Storage, it takes several quarters before the volume ramp of captive memory supply can really begin in enterprise storage space. So we expect the Fusion-io flash memory requirements to be met for the next few quarters, from non-captive memory sources, and it will take a few quarters before we can start converting it to captive memory, based on the timing of the customer qualifications.

And besides that, we will be continuing to assess for opportunities to use, for part of the portfolio of Fusion-io products requirements, non-captive memory. So we will have a strategy of converting toward captive memory over the course of a few quarters, as well as continuing to leverage non-captive memory for part of that business as well.

***

Rajvindra Gill (Needham & Company, Analyst): I was wondering if you could talk a little bit about the competitive landscape in the SSD space, given some of the recent consolidation? And how do you approach the market in terms of your strategy? Thank you.

Sanjay Mehrotra: In terms of strategy for SSD, I mean, I’ll just comment on client, as well as on enterprise. Our strategy certainly is to bring leading edge products, high performance products with high quality, high support to the customer, in terms of supply availability, as well as really making sure that our products really enhance the experience of the customers and devices in the marketplace. So our strategy, through our relationship with the customer, through bringing value of our technology and products and supply, are the key things that we focus on in terms of growing our business.

As you have seen on the client SSD space, we have expanded our solutions offerings, not only in SATA, but on the side of PCIe, as well. And in terms of competition, certainly over the course of the last many quarters, SanDisk has really strengthened its market share position. We really are a strong number-two player in client SSD markets. So we have continued to gain share through our technology, products, supply and quality capabilities.

On the enterprise side, we have focused very much on this, as a strategic growth vector for the Company, with a strong portfolio of solutions, a broad range of solutions, some of which I talked about in my prepared remarks, addressing both the high performance as well as the high capacity. And really looking at customer applications, looking at their workloads and bringing solutions, both hardware and software, in terms of accelerating the value proposition of flash, and making their applications, customers applications and services, become more resilient and more responsive.

And this strategy is working very well for us, and we are gaining share in enterprise SSD space as well, and now with the acquisition of Fusion-io, we will instantly become a leader in the market in PCIe space, as well. So SanDisk truly is a one-stop shop for entire SATA flash storage solutions, and certainly that includes client and enterprise SSDs. And in all of this, as we have said many times before, vertical integration is the key.

***

Monika Garg (Pacific Crest Securities, Analyst): Judy, you kind of didn’t provide yearly guidance. I’m assuming it’s because of the Fusion-io closing in September. If on a standalone basis could you provide your yearly guidance?

Judy Bruner: You’re right, we are not providing specific quarter four guidance at this point, because we will be providing that on a combined basis in October, with the Fusion-io business. But I did indicate just a few minutes ago that we do expect the 47% to 49% gross margin range to apply for the second half, and as is typical, we would expect revenue growth from the third quarter to the fourth quarter in terms of seasonality, and in terms of growing demand and placement of our products. But beyond that, I think it makes sense to give specifics in October, on a combined business basis.

Monika Garg: Thanks a lot. And just as a follow-up, could you maybe talk about some of the products of Fusion-io, like ioControl, ioTurbine? After the merger, would you still like to continue supporting that product, or you may think to discontinue them?

Sanjay Mehrotra: Specifically with respect to Fusion-io product road map, we will provide you updates after the close, in our future quarterly updates.

Monika Garg: Thank you.

***

Additional Information

This communication does not constitute an offer to buy or a solicitation of an offer to sell any securities.  SanDisk Corporation (“SanDisk”) and Flight Merger Sub, Inc., a Delaware corporation (“Purchaser”) and wholly owned subsidiary of SanDisk, have filed a tender offer statement on Schedule TO with the SEC containing an offer to purchase all of the outstanding shares of common stock of Fusion-io, Inc. (“Fusion-io”) for $11.25 per share in cash.  SanDisk and Purchaser have mailed to Fusion-io stockholders the offer to purchase, forms of letter of transmittal and related documents filed as exhibits to the Schedule TO.  Fusion-io has filed with the SEC, and has mailed to Fusion-io stockholders, a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer.  The tender offer is being made solely by means of the offer to purchase, the letter of transmittal and related documents, which contain the full terms and conditions of the tender offer.  INVESTORS AND SECURITY HOLDERS OF FUSION-IO ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.  Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by SanDisk and Purchaser through the website maintained by the SEC at http://www.sec.gov.

Forward-Looking Statements

This communication contains certain forward-looking statements, including those relating to the closing of the tender offer and related transactions and the expected timing of the closing of the acquisition, which are based on current expectations and involve numerous risks and uncertainties that may cause these forward-looking statements to be inaccurate.  Risks that may cause these forward-looking statements to be inaccurate include among others:  SanDisk may not receive sufficient tender of shares from Fusion-io’s stockholders to close the tender offer; the Fusion-io acquisition may not be consummated due to the failure to satisfy the various conditions to closing; and the other risks detailed from time-to-time under the caption “Risk Factors” and elsewhere in SanDisk’s U.S. Securities and Exchange Commission (“SEC”) filings and reports, including, but not limited to, its Quarterly Report on Form 10-Q for the quarter ended March 30, 2014 and its Annual Report on Form 10-K for the fiscal year ended December 29, 2013, as well as the tender offer documents filed by SanDisk and the solicitation/recommendation statement filed by Fusion-io in connection with the tender offer.