Form D

View Original Filing

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
FUSION-IO, INC.
Jurisdiction of Incorporation/Organization
DE
Year of Incorporation/Organization
2010

Previous Name(s)

  • FUSION MULTISYSTEMS INC
Entity Type
CORPORATION

Item 2 Issuer Principal Place of Business and Contact Information

2855 E. COTTONWOOD PARKWAY, SUITE 100
SALT LAKE CITY, UT 84121
Phone Number: subscription required

Item 3. Related Persons

Name
DAVID A. FLYNN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
DENNIS P. WOLF
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
FOREST BASKETT
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
H. RAYMOND BINGHAM
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
DANA EVAN
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
SCOTT D. SANDELL
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
SHANE V. ROBISON
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
RICK C. WHITE
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
PANKAJ MEHRA
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
JAMES L. DAWSON
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
SHAWN J. LINDQUIST
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
LANCE L. SMITH
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
RICHARD W. BOBERG
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 4. Industry Group

OTHER

Item 5. Issuer Size

Revenue Range (for issuer not specifying "hedge" or "other investment" fund in Item 4 above)
OVER $100,000,000

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

New Notice
Date of First Sale in this Offering:
04/24/2013

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
No

Item 9. Type(s) of Securities Offered

  • Equity

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
Yes
Clarification of Response
IN CONNECTION WITH THE ACQUISITION OF NEXGEN STORAGE, INC. BY ISSUER, THE ISSUER ISSUED SHARES OF ITS COMMON STOCK IN EXCHANGE FOR SHARES OF NEXGEN STORAGE, INC. CAPITAL STOCK.

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
0

Item 13. Offering and Sales Amounts

Total Offering Amount
4999989
Total Amount Sold
4999989
Total Remaining to be Sold
0
Clarification of Response
THE AMOUNTS IN THIS ITEM REFLECT A PRICE PER SHARE OF $14.722, THE CLOSING TRADING PRICE TRAILING AVERAGE OF ISSUER'S COMMON STOCK DURING A PERIOD PRIOR TO THE ACQUISITION OF NEXGEN STORAGE, INC., IN ACCORDANCE WITH THE TERMS OF THE MERGER AGREEMENT.

Item 14. Investors

Securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
1

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
0.0
Finders' Fees
0.0
Clarification of Response

Item 16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers,directors or promoters in response to Item 3 above.
0.0
Clarification of Response

Signature and Submission

Issuer Name
FUSION-IO, INC.
Issuer Signature
/S/DAVID A. FLYNN
Signer Name
DAVID A. FLYNN
Signer Title
CHIEF EXECUTIVE OFFICER
Signature Date
05/07/2013
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