UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K/A

Amendment No. 1





(Mark One)



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended June 30, 2011

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from              to

Commission file number: 001-35188





FUSION-IO, INC.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 20-4232255                             
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification Number)
|                                                               | 
|2855 E. Cottonwood Parkway, Suite 100
Salt Lake City, Utah     |  | 84121                                  
|(Address of principal executive offices)                       |  | (Zip Code)                             

Registrants telephone number, including area code: (801) 424-5500

Securities registered pursuant to Section 12(b) of the Act:



|                                |  |                                           
|------------------------------- |  | ------------------------------------------
|Title of each class:            |  | Name of each exchange on which registered:
|Common stock, $0.0002 par value |  | The New York Stock Exchange               

Securities registered pursuant to Section 12(g) of the Act: None





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes   ̈    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.    Yes   ̈    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes   ̈    No  x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post
such files).    Yes   ̈    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  | x  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).    Yes   ̈    No  x

As of December 31, 2010, the last business day of the registrants most recently completed second fiscal quarter, the
registrants common stock was not listed on any exchange or over-the-counter market. The registrants common stock began trading on the New York Stock Exchange on June 9, 2011. The aggregate market value of voting and non-voting
common equity held by non-affiliates of the registrant as of June 14, 2011 was approximately $865.2 million (based on a closing sale price of $23.30 per share as reported for the New York Stock Exchange on June 14, 2011. For the purpose of
this calculation, shares of common stock held by the registrants current officers and directors and shares of common stock held by persons who hold more than 10% of the outstanding common stock of the registrant have been excluded from this
calculation because such persons may be deemed affiliates. This determination of executive officer or affiliate status is not necessarily a conclusive determination for other purposes.

The number of shares of the registrants common stock, $0.0002 par value per share, outstanding as of August 30, 2011 was
83,266,842.





DOCUMENTS INCORPORATED BY REFERENCE

Part III of this annual report on Form 10-K incorporates by reference portions of the registrants Proxy Statement for its 2011 Annual Meeting of Stockholders to be held on
November 18, 2011.









---

EXPLANATORY NOTE

As a result of an error by its EDGAR filing service, Exhibits 31.2, 32.1 and 32.2 of the Annual Report on Form 10-K of Fusion-io, Inc., a Delaware corporation, were mis-numbered and Exhibit 31.1 was not
filed. This Amendment on Form 10-K/A corrects the mis-numbering and includes Exhibit 31.1, and makes no other changes to the Form 10-K.



---

Fusion-io, Inc.

Index to Exhibits



|            |  |                                                                                                                                                                               |  |                |  |                           |  |         |  |             |            | 
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- |  | ------------------------- |  | ------- |  | ----------- | ---------- | 
|            |  |                                                                                                                                                                               |  |                |  | Incorporated by Reference | 
|Exhibit
No. |  | Exhibit Description                                                                                                                                                           |  | Filed Herewith |  | Form                      |  | Exhibit |  | Filing Date |           
|            |  |                                                                                                                                                                               |  |                | 
|2.1         |  | Agreement and Plan of Reorganization, dated as of August 4, 2011, by and between the Registrant, IO Turbine, Inc. and certain other parties named therein                     |  |                |  | 8-K                       |  | 2.1     |  |             | 08/05/2011 | 
|            |  |                                                                                                                                                                               |  |                | 
|3.1         |  | Amended and Restated Certificate of Incorporation of the Registrant                                                                                                           |  |                |  | 10-K                      |  | 3.1     |  |             | 09/02/2011 | 
|            |  |                                                                                                                                                                               |  |                | 
|3.2         |  | Amended and Restated Bylaws of the Registrant                                                                                                                                 |  |                |  | 10-K                      |  | 3.1     |  |             | 09/02/2011 | 
|            |  |                                                                                                                                                                               |  |                | 
|4.1         |  | Specimen common stock certificate of the Registrant                                                                                                                           |  |                |  | S-1/A                     |  | 4.1     |  |             | 05/23/2011 | 
|            |  |                                                                                                                                                                               |  |                | 
|4.2         |  | Second Amended and Restated Investors Rights Agreement, dated as of April 7, 2010 between the Registrant and certain holders of the Registrants capital stock
named therein |  |                |  | S-1                       |  | 4.2     |  |             | 03/09/2011 | 
|            |  |                                                                                                                                                                               |  |                | 
|4.3         |  | Warrant to Purchase Stock issued by the Registrant to Silicon Valley Bank, dated September 10, 2008                                                                           |  |                |  | S-1                       |  | 4.3     |  |             | 03/09/2011 | 
|            |  |                                                                                                                                                                               |  |                | 
|10.1A*      |  | Form of Indemnification Agreement by and between the Registrant and certain of its directors and officers                                                                     |  |                |  | S-1/A                     |  | 10.1A   |  |             | 05/23/2011 | 
|            |  |                                                                                                                                                                               |  |                | 
|10.1B*      |  | Form of Indemnification Agreement by and between the Registrant and certain of its directors affiliated with investment funds and such investment funds                       |  |                |  | S-1/A                     |  | 10.1B   |  |             | 05/23/2011 | 
|            |  |                                                                                                                                                                               |  |                | 
|10.2*       |  | 2006 Stock Option Plan and Form of Stock Option Agreement under 2006 Stock Option Plan                                                                                        |  |                |  | S-1                       |  | 10.2    |  |             | 03/09/2011 | 
|            |  |                                                                                                                                                                               |  |                | 
|10.3*       |  | 2008 Stock Incentive Plan and Form of Stock Option Agreement under 2008 Stock Incentive Plan                                                                                  |  |                |  | S-1                       |  | 10.3    |  |             | 03/09/2011 | 
|            |  |                                                                                                                                                                               |  |                | 
|10.4*       |  | 2010 Executive Stock Incentive Plan and Related Forms                                                                                                                         |  |                |  | S-1                       |  | 10.4    |  |             | 03/09/2011 | 
|            |  |                                                                                                                                                                               |  |                | 
|10.5*       |  | 2011 Equity Incentive Plan and Related Forms                                                                                                                                  |  |                |  | S-1/A                     |  | 10.5    |  |             | 05/23/2011 | 
|            |  |                                                                                                                                                                               |  |                | 
|10.6*       |  | 2011 Employee Stock Purchase Plan and Form of Purchase Agreement under 2011 Employee Stock Purchase Plan                                                                      |  |                |  | S-1/A                     |  | 10.6    |  |             | 05/23/2011 | 
|            |  |                                                                                                                                                                               |  |                | 
|10.7*       |  | Form of Non-Plan Stock Option Agreement between the Registrant and certain of its officers                                                                                    |  |                |  | S-1                       |  | 10.7    |  |             | 03/09/2011 | 
|            |  |                                                                                                                                                                               |  |                | 
|10.8*       |  | Second Amended and Restated Employment Agreement between the Registrant, David Flynn and Sandusky Investments, Ltd., dated as of April 7, 2010                                |  |                |  | S-1                       |  | 10.8    |  |             | 03/09/2011 | 
|            |  |                                                                                                                                                                               |  |                | 
|10.9*       |  | Amended and Restated Employment Agreement between the Registrant, Rick White and West Coast VC, LLC, dated as of December 31, 2008                                            |  |                |  | S-1                       |  | 10.9    |  |             | 03/09/2011 | 
|            |  |                                                                                                                                                                               |  |                | 
|10.9A*      |  | Amendment Number One to Amended and Restated Employment Agreement between the Registrant, Rick White and West Coast VC, LLC, dated as of March 7, 2011                        |  |                |  | S-1                       |  | 10.9A   |  |             | 03/09/2011 | 



---

|            |  |                                                                                                                                                |  |                |  |                           |  |         |  |             |            | 
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- |  | ------------------------- |  | ------- |  | ----------- | ---------- | 
|            |  |                                                                                                                                                |  |                |  | Incorporated by Reference | 
|Exhibit
No. |  | Exhibit Description                                                                                                                            |  | Filed Herewith |  | Form                      |  | Exhibit |  | Filing Date |           
|            |  |                                                                                                                                                |  |                | 
|10.10*      |  | Form of Involuntary Termination Severance Agreement between the Registrant and certain of its officers                                         |  |                |  | S-1                       |  | 10.10   |  |             | 03/09/2011 | 
|            |  |                                                                                                                                                |  |                | 
|10.10A*     |  | Involuntary Termination Severance Agreement between the Registrant and Dennis P. Wolf, dated as of August 11, 2010                             |  |                |  | S-1/A                     |  | 10.10A  |  |             | 04/18/2011 | 
|            |  |                                                                                                                                                |  |                | 
|10.11*      |  | Transition Agreement and Release between the Registrant and David R. Bradford, dated as of September 21, 2010                                  |  |                |  | S-1                       |  | 10.11   |  |             | 03/09/2011 | 
|            |  |                                                                                                                                                |  |                | 
|10.12       |  | Lease Agreement between the Registrant and NOP Cottonwood 2825, LLC, dated May 28, 2010 (Building 10)                                          |  |                |  | S-1                       |  | 10.12   |  |             | 03/09/2011 | 
|            |  |                                                                                                                                                |  |                | 
|10.13       |  | Lease Agreement between the Registrant and NOP Cottonwood 2855, LLC, dated May 28, 2010 (Building 11)                                          |  |                |  | S-1                       |  | 10.13   |  |             | 03/09/2011 | 
|            |  |                                                                                                                                                |  |                | 
|10.14       |  | Office Lease Agreement between the Registrant and Bixby Technology Center, LLC, dated May 29, 2009                                             |  |                |  | S-1                       |  | 10.14   |  |             | 03/09/2011 | 
|            |  |                                                                                                                                                |  |                | 
|10.15A      |  | Amended and Restated Loan and Security Agreement between the Registrant and Silicon Valley Bank, dated September 13, 2010                      |  |                |  | S-1                       |  | 10.15   |  |             | 03/09/2011 | 
|            |  |                                                                                                                                                |  |                | 
|10.15B      |  | First Amendment to Amended and Restated Loan and Security Agreement between the Registrant and Silicon Valley Bank, dated as of August 4, 2011 |  |                |  | 8-K                       |  | 10.1    |  |             | 08/05/2011 | 
|            |  |                                                                                                                                                |  |                | 
|10.16*      |  | Offer Letter between the Registrant and Dennis Wolf, dated November 4, 2009                                                                    |  |                |  | S-1/A                     |  | 10.16   |  |             | 05/06/2011 | 
|            |  |                                                                                                                                                |  |                | 
|10.17*      |  | Offer Letter between the Registrant and Jim Dawson, dated April 1, 2008                                                                        |  |                |  | S-1/A                     |  | 10.17   |  |             | 05/06/2011 | 
|            |  |                                                                                                                                                |  |                | 
|10.18*      |  | Offer Letter between the Registrant and Lance Smith, dated April 29, 2008 as supplemented by an Offer Letter dated December 26, 2008           |  |                |  | S-1/A                     |  | 10.18   |  |             | 05/06/2011 | 
|            |  |                                                                                                                                                |  |                | 
|10.19*      |  | Executive Incentive Compensation Plan, adopted by the Registrant on May 16, 2011                                                               |  |                |  | S-1/A                     |  | 10.19   |  |             | 05/23/2011 | 
|            |  |                                                                                                                                                |  |                | 
|10.20*      |  | IO Turbine, Inc. 2009 Equity Incentive Plan                                                                                                    |  |                |  | 10-K                      |  | 3.1     |  |             | 09/02/2011 | 
|            |  |                                                                                                                                                |  |                | 
|21.1        |  | Subsidiaries of the Registrant                                                                                                                 |  |                |  | 10-K                      |  | 3.1     |  |             | 09/02/2011 | 
|            |  |                                                                                                                                                |  |                | 
|23.1        |  | Consent of Independent Registered Public Accounting Firm                                                                                       |  |                |  | 10-K                      |  | 3.1     |  |             | 09/02/2011 | 
|            |  |                                                                                                                                                |  |                | 
|31.1        |  | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                         |  | X              |  |                           |  |         |  |             |            | 
|            |  |                                                                                                                                                |  |                | 
|31.2        |  | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                         |  | X              |  |                           |  |         |  |             |            | 
|            |  |                                                                                                                                                |  |                | 
|31.3        |  | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                         |  | X              |  |                           |  |         |  |             |            | 
|            |  |                                                                                                                                                |  |                | 
|31.4        |  | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                         |  | X              |  |                           |  |         |  |             |            | 
|            |  |                                                                                                                                                |  |                | 
|32.1        |  | Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                         |  | X              |  |                           |  |         |  |             |            | 
|            |  |                                                                                                                                                |  |                | 
|32.2        |  | Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                         |  | X              |  |                           |  |         |  |             |            | 
|            |  |                                                                                                                                                |  |                | 
|32.3        |  | Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                         |  | X              |  |                           |  |         |  |             |            | 
|            |  |                                                                                                                                                |  |                | 
|32.4        |  | Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                         |  | X              |  |                           |  |         |  |             |            | 



|* | Indicates a management contract or compensatory plan or arrangement.
|- | --------------------------------------------------------------------



-2-



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Signatures

Pursuant to the requirements of the Section 13 or 15(d) Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No.1 to the Annual Report on Form 10-K/A to be signed on its
behalf by the undersigned hereunto duly authorized.



|                |  |                                      
|--------------- |  | -------------------------------------
|Fusion-io, Inc.
|                | 
|By:             |  | /s/ DAVID A. FLYNN                   
|                |  | David A. Flynn                       
|                |  | Chief Executive Officer and President

September 2, 2011