SEC FORM 4

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^*

SINDELAR CORY

(Last)

(First)

(Middle)

VIOLIN MEMORY, INC.,

4555 GREAT AMERICA PARKWAY

(Street)

SANTA CLARA

95054

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Violin Memory Inc [ VMEM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/25/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								159,060⁽¹⁾	D
Common Stock	09/25/2014		P⁽²⁾		1,000	A	$4.1	160,060	D
Common Stock	09/25/2014		P⁽²⁾		2,000	A	$4.14	162,060	D
Common Stock	09/25/2014		P⁽²⁾		3,000	A	$4.16	165,060	D
Common Stock	09/29/2014		P⁽²⁾		4,000	A	$4.43	169,060	D
Common Stock								5,084	I	By Toni and Cory Sindelar as community property

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted stock units	⁽³⁾							⁽⁴⁾	⁽⁴⁾	Common stock	12,500		12,500	D
Restricted stock units	⁽³⁾							⁽⁵⁾	⁽⁵⁾	Common stock	4,167		4,167	D
Restricted stock units	⁽³⁾							⁽⁶⁾	⁽⁶⁾	Common stock	56,250		56,250	D

Explanation of Responses:

1. Reflects actual shares held. A total of 252,083 RSUs vested and 95,023 shares were withheld/sold to cover taxes, for a net settlement of 157,060 shares. The amount beneficially owned also includes 2,000 shares purchased in May 2014 through the employee stock purchase plan. The previous Form 4s reflected shares of common stock underlying restricted stock units that had not vested yet.

2. Open market purchase.

3. Each restricted stock unit represents a contingent right to receive one share of common stock of Violin Memory, Inc.

4. The reporting person has vested 187,500 of the 200,000 RSU granted on March 2, 2012. The final vest of 12,500 will be on December 20, 2014.

5. The reporting person has vested 45,833 of the 50,000 RSU granted on August 27, 2012. The final vest of 4,167 will be on December 20, 2014.

6. The reporting person has vested 18,750 of the 75,000 RSU granted on September 3, 2013. The 75,000 RSU vests at the following rate: One quarter of the RSU vested one year from the vesting commencement date and the remaining RSU will vest quarterly for three years.

Remarks:

	/s/ Gary Lloyd, by power of attorney	09/29/2014
	** 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).
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