SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Ouissal Said

(Last)

(First)

(Middle)

C/O VIOLIN MEMORY

4555 GREAT AMERICA PARKWAY

(Street)

SANTA CLARA

95054

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/07/2015

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP Worldwide Field Ops.

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	61,663	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Common Stock	50,000	⁽²⁾	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	150,000	⁽²⁾	D
Stock, Option (right to buy)	⁽⁴⁾	04/16/2021	Common Stock	350,000	$3.72	D
Stock Option (right to buy)	⁽⁵⁾	03/08/2022	Common Stock	350,000	$3.29	D

Explanation of Responses:

1. One quarter of the restricted stock units (RSUs) awarded on April 16, 2014, will vest upon the Reporting Person's completion of each consecutive six-month period of continuous service after the vesting commencement date. 50,000 RSUs have vested.

2. Each RSU represents a contingent right to receive one share of common stock of Violin Memory, Inc.

3. One quarter of the RSUs awarded on March 9, 2015, will vest on the first anniversary of the vesting commencement date, and the remaining RSUs will vest quarterly in equal amounts for the remaining three years, subject to the Reporting Person's continuous service through each vesting date.

4. 87,500 shares subject to the option that was granted on April 16, 2014, vested upon the Reporting Person's completion of one year of continuous service from the grant date. The remaining 262,500 shares will vest quarterly in equal amounts for the remaining three years, subject to the Reporting Person's continuous service through each vesting date.

5. One quarter of the shares subject to the option granted on March 9, 2015, will vest on the first anniversary of the grant date, and the remaining shares will vest monthly in equal amounts for the remaining three years, subject to the Reporting Person's continuous service through each vesting date.

Remarks:

	/s/ Gary Lloyd, by power of attorney	05/08/2015
	** 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 5 (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.
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