SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Rosenblatt Mark N

(Last) (First) (Middle)
VIOLIN MEMORY, INC.
4555 GREAT AMERICA PARKWAY

(Street)
SANTA CLARA CA 95054

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Violin Memory Inc [ VMEM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/02/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/02/2013 C 55,004 A (1) 58,380 I By Rosenblatt Grantor Trust 2/14/2012
Common Stock 10/02/2013 C 55,004 A (1) 58,380 I By Rosenblatt Grantor Trust 9/8/2011
Common Stock 10/02/2013 C 55,004 A (1) 58,525 I By child
Common Stock 10/02/2013 C 162,557 A (1) 168,126 I By Rationalwave Associates Corp.(2)
Common Stock 10/02/2013 C 3,939,345 A (1)(3) 4,022,788 I By Rationalwave Onshore Equity Fund, L.P.(2)
Common Stock 10/02/2013 C 57,184 A (4) 4,079,972 I By Rationalwave Onshore Equity Fund, L.P.(2)
Common Stock 10/02/2013 C 322,427 A (1) 322,427 I By Mark Rosenblatt and Sarah Stern JTWROS
Common Stock 422,631 I By Mark N Rosenblatt GST Exempt 2013 Trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series 1 Preferred Stock (1) 10/02/2013 C 26,675 (1) (1) Common Stock 13,338 $0 0 I By Rosenblatt Grantor Trust 2/14/2012
Series 1 Preferred Stock (1) 10/02/2013 C 26,675 (1) (1) Common Stock 13,338 $0 0 I By Rosenblatt Grantor Trust 9/8/2011
Series 1 Preferred Stock (1) 10/02/2013 C 26,675 (1) (1) Common Stock 13,338 $0 0 I By child
Series 1 Preferred Stock (1) 10/02/2013 C 156,347 (1) (1) Common Stock 78,174 $0 0 I By Rationalwave Associates Corp.(2)
Series 1 Preferred Stock (1) 10/02/2013 C 2,221,319 (1) (1) Common Stock 1,110,660 $0 0 I By Rationalwave Onshore Equity Fund, L.P.(2)
Series A Preferred Stock (1) 10/02/2013 C 70,833 (1) (1) Common Stock 35,417 $0 0 I By Rosenblatt Grantor Trust 2/14/2012
Series A Preferred Stock (1) 10/02/2013 C 644,853 (1) (1) Common Stock 322,427 $0 0 I By Mark Rosenblatt and Sarah Stern JTWROS
Series A Preferred Stock (1) 10/02/2013 C 70,833 (1) (1) Common Stock 35,417 $0 0 I By Rosenblatt Grantor Trust 9/8/2011
Series A Preferred Stock (1) 10/02/2013 C 70,833 (1) (1) Common Stock 35,417 $0 0 I By child
Series A Preferred Stock (1) 10/02/2013 C 97,367 (1) (1) Common Stock 48,684 $0 0 I By Rationalwave Associates Corp.(2)
Series A Preferred Stock (1) 10/02/2013 C 4,403,709 (1) (1) Common Stock 2,201,855 $0 0 I By Rationalwave Onshore Equity Fund, L.P.(2)
Series B Preferred Stock (1) 10/02/2013 C 58,900 (1) (1) Common Stock 29,450 $0 0 I By Rationalwave Associates Corp.(2)
Series B Preferred Stock (1) 10/02/2013 C 961,288 (1) (1) Common Stock 480,644 $0 0 I By Rationalwave Onshore Equity Fund, L.P.(2)
Series C Preferrd Stock (1) 10/02/2013 C 12,500 (1) (1) Common Stock 6,250 $0 0 I By Rosenblatt Grantor Trust 2/14/2012
Series C Preferrd Stock (1) 10/02/2013 C 12,500 (1) (1) Common Stock 6,250 $0 0 I By Rosenblatt Grantor Trust 9/8/2011
Series C Preferrd Stock (1) 10/02/2013 C 12,500 (1) (1) Common Stock 6,250 $0 0 I By child
Series C Preferrd Stock (1) 10/02/2013 C 12,500 (1) (1) Common Stock 6,250 $0 0 I By Rationalwave Associates Corp.(2)
Series C Preferrd Stock (1) 10/02/2013 C 250,000 (1) (1) Common Stock 125,000 $0 0 I By Rationalwave Onshore Equity Fund, L.P.(2)
Series D Preferred Stock (3) 10/02/2013 C 41,666 (3) (3) Common Stock 21,187 $0 0 I By Rationalwave Onshore Equity Fund, L.P.(2)
10% Convertible Promissory Note due 2014 $9 10/02/2013 C $500,000 06/17/2013 (4) Common Stock 57,184 $0 0 I By Rationalwave Onshore Equity Fund, L.P.(2)
Warrant (right to buy Series D Preferred Stock) $6 10/02/2013 H 6,250 06/17/2013 06/17/2017 Common Stock 3,178 (5) 0 I By Rationalwave Onshore Equity Fund, L.P.(2)
Warrant (right to buy Common Stock) $12.29 10/02/2013 P 3,178 10/02/2013 06/17/2017 Common Stock 3,178 (5) 3,178 I By Rationalwave Onshore Equity Fund, L.P.(2)
Explanation of Responses:
1. The Series 1, A, B and C convertible preferred stock automatically converted into shares of common stock upon the closing of the Issuer's initial public offering, on a two-for-one basis and had no expiration date.
2. The Reporting Person has voting and dispositive power over the securities held by this fund. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
3. The Series D convertible preferred stock automatically converted into 24,365 shares of common stock upon the closing of the Issuer's initial public offering and has no expiration date.
4. The convertible promissory note, together with accrued interest thereon, automatically converted into shares of common stock upon the closing of the Issuer's initial public offering.
5. Each warrant share exercisable for Series D convertible preferred stock automatically converted into 0.5084 warrant shares exercisable for common stock upon the closing of the Issuer's initial public offering.
/s/ Mark N. Rosenblatt 10/03/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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