0001209191-14-049140.txt : 20140725 0001209191-14-049140.hdr.sgml : 20140725 20140725201924 ACCESSION NUMBER: 0001209191-14-049140 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140723 FILED AS OF DATE: 20140725 DATE AS OF CHANGE: 20140725 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FUSION-IO, INC. CENTRAL INDEX KEY: 0001383729 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 204232255 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 2855 E. COTTONWOOD PARKWAY, SUITE 100 CITY: SALT LAKE CITY STATE: UT ZIP: 84121 BUSINESS PHONE: 801-424-5500 MAIL ADDRESS: STREET 1: 2855 E. COTTONWOOD PARKWAY, SUITE 100 CITY: SALT LAKE CITY STATE: UT ZIP: 84121 FORMER COMPANY: FORMER CONFORMED NAME: FUSION MULTISYSTEMS INC DATE OF NAME CHANGE: 20061214 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Smith Lance L. CENTRAL INDEX KEY: 0001521978 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35188 FILM NUMBER: 14995327 MAIL ADDRESS: STREET 1: C/O FUSION-IO, INC. STREET 2: 2855 E. COTTONWOOD PARKWAY, SUITE 100 CITY: SALT LAKE CITY STATE: UT ZIP: 84121 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2014-07-23 1 0001383729 FUSION-IO, INC. FIO 0001521978 Smith Lance L. C/O FUSION-IO, INC. 2855 E. COTTONWOOD PKWY, SUITE 100 SALT LAKE CITY UT 84121 0 1 0 0 President and COO Common Stock 2014-07-23 4 U 0 70142 11.25 D 0 D Employee Stock Options (right to buy) 1.96 2014-07-23 4 J 0 68750 D 2020-09-11 Common Stock 68750 0 D Employee Stock Options (right to buy) 5.12 2014-07-23 4 J 0 300000 D 2021-01-24 Common Stock 300000 0 D Restricted Stock Unit 0.00 2014-07-23 4 J 0 82000 D Common Stock 82000 0 D Restricted Stock Unit 0.00 2014-07-23 4 J 0 121875 D Common Stock 121875 0 D 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"). Pursuant to the Plan of Merger, the vested portion of the award covering 56,250 shares of the Issuer's Common Stock was cashed out at a price per share of $9.29 (equal to the Offer Price minus the exercise price of the security). The unvested portion of the award covering 12,500 shares of the Issuer's Common Stock was cancelled in exchange for an option to purchase 1,425 shares of SanDisk common stock at an exercise price of $17.18 and is subject to the same vesting and expiration schedules as the original grant. The option becomes exercisable as to 1/48th of the shares subject to the option each month after September 12, 2010. Pursuant to the Plan of Merger, the vested portion of the award covering 62,500 shares of the Issuer's Common Stock was cashed out at a price of $6.13 (equal to the Offer Price minus the exercise price of the security). The unvested portion of the award covering 237,500 shares of the Issuer's Common Stock was cancelled in exchange for an option to purchase 27,105 shares of SanDisk common stock at an exercise price of $44.87 and is subject to the same vesting and expiration schedules as the original grant. The option becomes exercisable as to 1/24th of the shares subject to the option in equal monthly installments beginning February 25, 2014. Pursuant to the Plan of Merger, the award was cancelled in exchange for 9,358 restricted stock units of SanDisk common stock and is subject to the same vesting schedule as the original award. The award vests as to 1/4 of the shares subject to the award on February 15, 2016, and 1/4 of the shares subject to the award vest quarterly thereafter, subject to the Reporting Person's continued service. Pursuant to the Plan of Merger, the award was cancelled in exchange for 13,909 restricted stock units of SanDisk common stock and is subject to the same vesting schedule as the original award. The award vests as to 1/16 of the shares subject to the award on November 15, 2013 and then 1/16 of the shares subject to the award will vest every three months thereafter, subject to the Reporting Person's continued service to the Issuer through such dates. /s/ Jonathan D. Golightly, Attorney-in-fact 2014-07-25