UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q/A

(Amendment No. 1)







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

For the quarterly period ended September 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 No.)

2855 E. Cottonwood Parkway, Suite 100

Salt Lake City, Utah 84121

(Address of principal executive office) (Zip Code)

(801) 424-5500

(Registrants telephone number, including area code)





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   x    No    ̈

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes  x    No   ̈



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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 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

The number of shares of the registrants common stock, $0.0002 par value per share, outstanding as of November 4, 2011 was 83,398,929.









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EXPLANATORY NOTE

The sole purpose of this Amendment No. 1 to Quarterly Report on Form 10-Q of Fusion-io, Inc. for the quarterly period ended
September 30, 2011, filed with the Securities and Exchange Commission on November 9, 2011 (the Form 10-Q), is to file Exhibits 10.2 and 10.3. No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q
speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-Q.



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Part II. Item 6. Exhibits

The exhibits listed below are filed as part of this Quarterly Report on Form 10-Q.



|        |  |                                                                                                                                                                                                                 |  |          |  |                           |      |  |              |  |           |         |  |  |             |  |  |  |          | 
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------- |  | ------------------------- | ---- |  | ------------ |  | --------- | ------- |  |  | ----------- |  |  |  | -------- | 
|Exhibit |  |                                                                                                                                                                                                                 |  | Filed    |  | Incorporated by Reference |     
|No.     |  | Exhibit Description                                                                                                                                                                                             |  | Herewith |  | Form                      |      |  | SEC File No. |  |           | 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                                                                     |  |          |  |                           | 8-K  |  |              |  | 001-35188 |         |  |  | 2.1         |  |  |  | 08/05/11 | 
|        |  |                                                                                                                                                                                                                 |  |          |  |                          
|10.1    |  | 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  |  |              |  | 001-35188 |         |  |  | 10.1        |  |  |  | 08/05/11 | 
|        |  |                                                                                                                                                                                                                 |  |          |  |                          
|10.2    |  | First Amendment to Lease Agreement between the Registrant and NOP Cottonwood 2825, LLC, dated August 16, 2011                                                                                                   |  | X        |  |                           |      |  |              |  |           |         |  |  |             |  |  |  |          | 
|        |  |                                                                                                                                                                                                                 |  |          |  |                          
|10.3    |  | First Amendment to Lease Agreement between the Registrant and NOP Cottonwood 2855, LLC, dated September 6, 2011                                                                                                 |  | X        |  |                           |      |  |              |  |           |         |  |  |             |  |  |  |          | 
|        |  |                                                                                                                                                                                                                 |  |          |  |                          
|31.1    |  | Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 |  | X        |  |                           |      |  |              |  |           |         |  |  |             |  |  |  |          | 
|        |  |                                                                                                                                                                                                                 |  |          |  |                          
|31.2    |  | Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 |  | X        |  |                           |      |  |              |  |           |         |  |  |             |  |  |  |          | 
|        |  |                                                                                                                                                                                                                 |  |          |  |                          
|32.1    |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                           |  |          |  |                           | 10-Q |  |              |  | 001-35188 |         |  |  | 32.1        |  |  |  | 11/09/11 | 
|        |  |                                                                                                                                                                                                                 |  |          |  |                          
|32.2    |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                           |  |          |  |                           | 10-Q |  |              |  | 001-35188 |         |  |  | 32.2        |  |  |  | 11/09/11 | 
|        |  |                                                                                                                                                                                                                 |  |          |  |                          
|101.INS |  | XBRL Instance Document*                                                                                                                                                                                         |  |          |  |                           |      |  |              |  |           |         |  |  |             |  |  |  |          | 
|        |  |                                                                                                                                                                                                                 |  |          |  |                          
|101.SCH |  | XBRL Taxonomy Schema Linkbase Document*                                                                                                                                                                         |  |          |  |                           |      |  |              |  |           |         |  |  |             |  |  |  |          | 
|        |  |                                                                                                                                                                                                                 |  |          |  |                          
|101.CAL |  | XBRL Taxonomy Calculation Linkbase Document*                                                                                                                                                                    |  |          |  |                           |      |  |              |  |           |         |  |  |             |  |  |  |          | 
|        |  |                                                                                                                                                                                                                 |  |          |  |                          
|101.LAB |  | XBRL Taxonomy Labels Linkbase Document*                                                                                                                                                                         |  |          |  |                           |      |  |              |  |           |         |  |  |             |  |  |  |          | 
|        |  |                                                                                                                                                                                                                 |  |          |  |                          
|101.PRE |  | XBRL Taxonomy Presentation Linkbase Document*                                                                                                                                                                   |  |          |  |                           |      |  |              |  |           |         |  |  |             |  |  |  |          | 



|* | Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for
purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
These exhibits were previously furnished as exhibits to Quarterly Report on Form 10-Q of Fusion-io, Inc. for the quarterly period ended September 30, 2011, filed with the Securities and Exchange Commission on November 9, 2011.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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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 report
to be signed on its behalf by the undersigned hereunto duly authorized.



|                         |  |                 |  |                        
|------------------------ |  | --------------- |  | -----------------------
|                         |  | Fusion-io, Inc.
|                         |  |                
|Dated: November 16, 2011 |  | By:             |  | /s/ DAVID A. FLYNN     
|                         |  |                 |  | David A. Flynn         
|                         |  |                 |  | Chief Executive Officer
|                         |  |                
|Dated: November 16, 2011 |  | By:             |  | /s/ DENNIS P. WOLF     
|                         |  |                 |  | Dennis P. Wolf         
|                         |  |                 |  | Chief Financial Officer