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). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FUSION-IO, INC. [ FIO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/03/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 08/03/2012(1) | M | 5,000 | A | $0.65 | 6,335 | D | |||
Common Stock | 08/03/2012(1) | S | 1,800 | D | $18.4922(2) | 4,535 | D | |||
Common Stock | 08/03/2012(1) | S | 3,200 | D | $19.427(3) | 1,335 | D | |||
Common Stock | 08/07/2012(1) | M | 4,375 | A | $0.65 | 5,710 | D | |||
Common Stock | 08/07/2012(1) | M | 625 | A | $1.96 | 6,335 | D | |||
Common Stock | 08/07/2012(1) | S | 5,000 | D | $21.3508(4) | 1,335 | D | |||
Common Stock | 5,000 | I | by Bentbrook Holdings, LLC(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (right to buy) | $0.65 | 08/03/2012(1) | M | 5,000 | (6) | 02/11/2020 | Common Stock | 5,000 | $0.00 | 124,167 | D | ||||
Employee Stock Option (right to buy) | $0.65 | 08/07/2012(1) | M | 1,458 | (6) | 02/11/2020 | Common Stock | 1,458 | $0.00 | 122,709 | D | ||||
Employee Stock Option (right to buy) | $0.65 | 08/07/2012(1) | M | 2,917 | (6) | 03/01/2020 | Common Sotck | 2,917 | $0.00 | 55,417 | D | ||||
Employee Stock Option (right to buy) | $1.96 | 08/07/2012(1) | M | 625 | (7) | 09/11/2020 | Common Stock | 625 | $0.00 | 58,886 | D |
Explanation of Responses: |
1. Pursuant to a Rule 10b5-1 trading plan established by the Reporting Person. |
2. This price represents the weighted average sale price for various open-market sales through a broker-dealer ranging from $18.00 per share to $18.99 per share. Full information regarding the number of shares sold at each price will be provided upon request from the SEC, the Issuer or a security holder. |
3. This price represents the weighted average sale price for various open-market sales through a broker-dealer ranging from $19.01 per share to $19.87 per share. Full information regarding the number of shares sold at each price will be provided upon request from the SEC, the Issuer or a security holder. |
4. This price represents the weighted average sale price for various open-market sales through a broker-dealer ranging from $21.00 per share to $21.71 per share. Full information regarding the number of shares sold at each price will be provided upon request from the SEC, the Issuer or a security holder. |
5. Bentbrook Holdings, LLC is controlled by Mr. Lindquist's spouse. Mr. Lindquist disclaims beneficial ownership of the shares held by Bentbrook Holdings, LLC except as to his pecuniary interest therein. |
6. The option became exercisable as to 1/4th of the shares subject to the option on February 8, 2011, and 1/48th of the shares subject to the option vest on the 8th day of the month each month thereafter. |
7. The option becomes exercisable as to 1/48th of the shares subject to the option each month after September 12, 2010, subject to the Reporting Person being employed by the Issuer for a full year. |
Remarks: |
/s/ Jonathan D. Golightly, attorney-in-fact | 08/07/2012 | |
** 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). | ||
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. |