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(Amendment No. 2)*

                        

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Fusion-io, Inc.

 

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Common Stock

 

36112J 107

 

December 31, 2013

 

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*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

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CUSIP No. 36112J 107

1.		Names of Reporting Persons.   David A. Flynn
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  x
3.		SEC Use Only
4.		Citizenship or Place of Organization:   United States of America

9.		Aggregate Amount Beneficially Owned by Each Reporting Person 4,479,166 (See item 4(a) below)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
11.		Percent of Class Represented by Amount in Row (9) 4.2
12.		Type of Reporting Person   IN

Item 1.

(a)

Name of Issuer: Fusion-io, Inc.

(b)

Address of Issuer’s Principal Executive Offices: 2855 E. Cottonwood Parkway, Suite 100, Salt Lake City, Utah 84121

Item 2.

(a)

Name of Person Filing: David A. Flynn

(b)

Address of Principal Business Office or, if none, Residence: 11222 Eagle View Drive, Sandy, Utah 84092

(c)

Citizenship: United States

(d)

Title of Class of Securities: Common Stock

(e)

CUSIP Number: 36112J 107

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable

		(a)		¨		Broker or dealer registered under Section 15 of the Act;
		(b)		¨		Bank as defined in Section 3(a)(6) of the Act;
		(c)		¨		Insurance company as defined in Section 3(a)(19) of the Act;

		(d)		¨		Investment company registered under Section 8 of the Investment Company Act of 1940;
		(e)		¨		An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
		(f)		¨		An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
		(g)		¨		A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
		(h)		¨		A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
		(i)		¨		A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
		(j)		¨		A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
		(k)		¨		Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.

Ownership

 

(a)

Amount beneficially owned: 4,479,166, which includes (i) 3,314,227 shares held of record by Sandusky Investments, LLC, which is controlled by Mr. Flynn and co-owned by Mr. Flynn and other affiliated persons, (ii) 131,250 shares held of record by DAF Ventures, Ltd., which is controlled by and co-owned by Mr. Flynn, (iii) options to purchase 13,021 shares of common stock that are exercisable within 60 days of December 31, 2013, (iv) options to purchase 813,021 shares of common stock that are exercisable within 60 days of December 31, 2013 and held of record by DAF Ventures, Ltd., which is controlled by and co-owned by Mr. Flynn, and (v) 207,647 shares held of record by The Flynn Family Foundation, of which Mr. Flynn is a trustee.  Mr. Flynn disclaims beneficial ownership of the shares held by The Flynn Family Foundation.

(b)

Percent of class: 4.2% (percentage ownership is calculated based on 105,480,908 shares of common stock outstanding as of November 1, 2013 and assumes that the 826,042 shares of common stock underlying the stock options are deemed outstanding pursuant to SEC Rule 13-3(d)(1)(i)).

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: 13,021 shares (See item 4(a) above).

(ii)

Shared power to vote or to direct the vote: 4,466,145 shares (See item 4(a) above).

(iii)

Sole power to dispose or to direct the disposition of: 13,021 shares (See item 4(a) above).

(iv)

Shared power to dispose or to direct the disposition of: 4,466,145 shares (See item 4(a) above).

Item 5.

Ownership of Five Percent or Less of a Class

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

 

 

Item 8.

Identification and Classification of Members of the Group

 

Item 9.

Notice of Dissolution of Group

 

Item 10.

Certifications

 

 

 

 

Date:  January 16, 2014						/s/ David A. Flynn
						David A. Flynn