0001181431-12-048958.txt : 20120906 0001181431-12-048958.hdr.sgml : 20120906 20120906145857 ACCESSION NUMBER: 0001181431-12-048958 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120904 FILED AS OF DATE: 20120906 DATE AS OF CHANGE: 20120906 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FUSION-IO, INC. CENTRAL INDEX KEY: 0001383729 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 204232255 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 2855 E. COTTONWOOD PARKWAY, SUITE 100 CITY: SALT LAKE CITY STATE: UT ZIP: 84121 BUSINESS PHONE: 801-424-5500 MAIL ADDRESS: STREET 1: 2855 E. COTTONWOOD PARKWAY, SUITE 100 CITY: SALT LAKE CITY STATE: UT ZIP: 84121 FORMER COMPANY: FORMER CONFORMED NAME: FUSION MULTISYSTEMS INC DATE OF NAME CHANGE: 20061214 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KRAMLICH C RICHARD CENTRAL INDEX KEY: 0001005550 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35188 FILM NUMBER: 121076549 MAIL ADDRESS: STREET 1: 1954 GREENSPRING DRIVE STREET 2: SUITE 600 CITY: TIMONIUM STATE: MD ZIP: 21093 4 1 rrd354590.xml X0306 4 2012-09-04 1 0001383729 FUSION-IO, INC. FIO 0001005550 KRAMLICH C RICHARD 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 Common Stock 2012-09-04 4 J 0 4500000 0 D 9038379 I See Note 2 Common Stock 2012-09-04 4 J 0 45000 0 A 45000 I See Note 4 Common Stock 2012-09-04 4 J 0 45000 0 D 0 I See Note 4 Common Stock 2012-09-04 4 J 0 2372 0 A 8205 I See Note 7 Common Stock 2012-09-04 4 J 0 10352 0 A 10352 I See Note 9 Common Stock 2012-09-05 4 S 0 10352 27.7931 D 0 I See Note 9 Common Stock 2012-09-05 4 S 0 64634 27.6711 D 0 I See Note 12 New Enterprise Associates 12, Limited Partnership ("NEA 12") made a pro rata distribution for no consideration of an aggregate of 4,500,000 shares of common stock of the Issuer to its general partner and its limited partners on September 4, 2012. The Reporting Person is a manager of NEA 12 GP, LLC, ("NEA 12 LLC") which is the sole general partner of NEA Partners 12, Limited Partnership ("NEA Partners 12"). NEA Partners 12 is the sole general partner of NEA 12, the direct beneficial owner of the shares. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934 (the "1934 Act"), as amended, or otherwise of the shares held by NEA 12, except to the extent of his pecuniary interest therein. NEA Partners 12 received 45,000 shares of common stock of the Issuer in the distribution by NEA 12 on September 4, 2012. The Reporting Person is a manager of NEA 12 LLC, which is the sole general partner of NEA Partners 12. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, as amended, or otherwise of the shares held by NEA Partners 12, except to the extent of his pecuniary interest therein. NEA Partners 12 made a pro rata distribution for no consideration of an aggregate of 45,000 shares of common stock of the Issuer to its limited partners on September 4, 2012. The Kramlich Living Trust u/d/t 6/1/94, C. Richard Kramlich and Pamela P. Kramlich, Co-Trustees, (the "Kramlich Living Trust") received 2,372 shares of common stock of the Issuer in the distribution by NEA Partners 12. The securities are held directly by the Kramlich Living Trust u/d/t 6/1/94, C. Richard Kramlich and Pamela P. Kramlich, Co-Trustees, (the "Kramlich Living Trust"). The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, as amended, or otherwise of the securities held by the Kramlich Living Trust, except to the extent of his pecuniary interest therein. New Enterprise Associates, LLC ("NEA LLC") received 10,352 shares of common stock of the Issuer in the distribution by NEA Partners 12. The Reporting Person is a member of the Board of Directors of NEA LLC, which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, as amended, or otherwise of the securities held by NEA LLC, except to the extent of his pecuniary interest therein. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.74 to $27.8425 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (10) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.54 to $27.94 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (11) to this Form 4. The Reporting Person is a director of NEA 13 GP, LTD, which is the sole general partner of NEA Partners 13, L.P. ("NEA Partners 13"). NEA Partners 13 is the sole general partner of New Enterprise Associates 13, L.P. ("NEA 13"), the direct beneficial owner of the shares. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, as amended, or otherwise of the shares held by NEA 13, except to the extent of his pecuniary interest therein. /s/ Louis Citron, attorney-in-fact 2012-09-06