SEC Form 4
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*
White Rick C.

(Last) (First) (Middle)
C/O FUSION-IO, INC.
2855 E. COTTONWOOD PKWY, SUITE 100

(Street)
SALT LAKE CITY UT 84121

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FUSION-IO, INC. [ FIO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Marketing Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/12/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 09/14/2012 (1) S 103,785 D $30.0862 (2) 2,792,687 I by West Coast VC, LLC (3)
Common Stock 09/14/2012 (4) M 103,793 A $0.65 103,793 D
Common Stock 09/14/2012 (4) S 103,793 D $30.0862 (2) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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) $28.61 09/12/2012 A 42,500 (5) 09/11/2019 Common Stock 42,500 $0.00 42,500 D
Restricted Stock Units $0.00 09/12/2012 A 42,500 (6) (7) Common Stock 42,500 $0.00 42,500 D
Employee stock option (right to buy) $0.65 09/14/2012 (4) D 103,793 (8) 06/01/2019 Common Stock 103,793 $0.00 1,406,562 D
Explanation of Responses:
1. Pursuant to a Rule 10b5-1 trading plan established by West Coast VC, LLC.
2. This price represents the weighted average sale price for various open-market sales through a broker-dealer ranging from $30.00 per share to $30.44 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. West Coast VC, LLC is indirectly owned by Mr. White and his spouse. Mr. White disclaims beneficial ownership of the shares held by West Coast VC, LLC except as to the extent of his pecuniary interest therein.
4. Pursuant to a Rule 10b5-1 trading plan established by the Reporting Person.
5. The option becomes exercisable as to 1/12th of the shares subject to the option one month from the vesting commencement date of January 1, 2016, and 1/12th of the shares each month thereafter, subject to the Reporting Person's continued service.
6. The award vests as to 1/4th of the shares subject to the award on February 15, 2016, and 1/4th of the shares subject to the award vest quarterly thereafter, subject to the Reporting Persons continued service.
7. Not applicable.
8. 1/48 of the shares subject to the option become vested and exercisable each month from April 3, 2009, subject to the Reporting Person's continued service to the Issuer.
Remarks:
/s/ Shawn J. Lindquist, Attorney-in-fact 09/14/2012
** 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).
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