0001181431-14-027472.txt : 20140725 0001181431-14-027472.hdr.sgml : 20140725 20140725201631 ACCESSION NUMBER: 0001181431-14-027472 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140723 FILED AS OF DATE: 20140725 DATE AS OF CHANGE: 20140725 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 FISCAL YEAR END: 0630 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: SANDELL SCOTT D CENTRAL INDEX KEY: 0001237289 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35188 FILM NUMBER: 14995321 4 1 rrd413508.xml X0306 4 2014-07-23 1 0001383729 FUSION-IO, INC. FIO 0001237289 SANDELL SCOTT D 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 1 0 0 0 Common Stock 2014-07-23 4 U 0 15000 11.25 D 0 D Common Stock 2014-07-23 4 U 0 7038379 11.25 D 0 I See Note 2 Employee Stock Option (right to buy) 5.12 2014-07-23 4 J 0 50000 D 2021-02-18 Common Stock 50000 0 D Restricted Stock Units 0 2014-07-23 4 J 0 15000 0 D Common Stock 15000 0 D 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"). The Reporting Person is a manager of NEA 12 GP, 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 New Enterprise Associates 12, Limited Partnership ("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, as amended, or otherwise of such portion of the NEA 12 shares in which the Reporting Person has no pecuniary interest. Pursuant to the Plan of Merger, the stock option was exchanged for a cash payment from SanDisk of $6.13 per Share ($11.25 minus the per share exercise price of the stock option). This stock option was deemed to be fully vested on July 23, 2014, in connection with the completion of the tender offer pursuant to the Plan of Merger. The restricted stock units were deemed to be fully vested on July 23, 2014 in connection with the completion of the tender offer pursuant to the Plan of Merger, and pursuant to the Plan of Merger, were exchanged for a cash payment from SanDisk of $11.25 per share. New Enterprise Associates 12, Limited Partnership, tendered the shares in exchange for $11.25 per share in a tender offer made by Flight Merger Sub, Inc., pursuant to the Plan of Merger. /s/ Sasha Keough, attorney-in-fact 2014-07-25