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) 07/23/2014 | ||||||||||||||||||||||||||
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 | 07/23/2014 | U(1) | 15,000 | D | $11.25 | 0 | D | |||
Common Stock | 07/23/2014 | U(6) | 7,038,379 | D | $11.25 | 0 | I | See Note 2(2) |
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) | $5.12 | 07/23/2014 | J(3) | 50,000 | (4) | 02/18/2021 | Common Stock | 50,000 | (3) | 0 | D | ||||
Restricted Stock Units | $0 | 07/23/2014 | J(5) | 15,000 | (5) | (5) | Common Stock | 15,000 | $0 | 0 | D |
Explanation of Responses: |
1. 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"). |
2. 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. |
3. 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). |
4. 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. |
5. 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. |
6. 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 | 07/25/2014 | |
** 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. |