UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 15, 2017

VIOLIN MEMORY, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36069	20-3940944
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
4555 Great America Parkway, Santa Clara, California		95054
(Address of principal executive offices)		(Zip Code)

4555 Great America Parkway,

Santa Clara, California

95054

(Address of principal executive offices)

(Zip Code)

(650) 396-1500

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 81.01. ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

~~Entry~~On February 15, 2017, Violin Memory, Inc. (the “Company”) entered into that certain Plan Sponsor Agreement with VM Bidco LLC (“Soros”) and the Official Committee of ~~Order~~Unsecured Creditors appointed in ~~Pending~~the Company’s Chapter 11 Case ~~Establishing~~(as ~~Notification~~defined ~~Procedures~~below). ~~and~~The information ~~Approving~~disclosed ~~Restrictions~~under onItem ~~Certain~~1.03 ~~Transfers~~ of ~~Equity~~this ~~Interests~~Current inReport ~~Violin~~on ~~Memory,~~Form ~~Inc~~8-K is incorporated herein by reference.

AsItem ~~previously disclosed, on December 14, 2016, Violin Memory, Inc~~1. (the “Company”) filed a voluntary petition (the “Chapter 11 Case”) in the United States Bankruptcy Court for the District of Delaware (the “Court”) seeking relief under the provisions of Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”)03. ~~The Company is continuing in possession of its assets and is managing its business as a debtor in possession in accordance with the applicable provisions of the~~ Bankruptcy ~~Code~~or ~~and orders of the Court~~Receivership. ~~The Chapter 11 Case is being administered by the Court in the proceeding bearing the caption In re Violin Memory, Inc., Case No. 16-12782.~~

OnAs ~~February~~previously reported, on December 1514, ~~2017~~2016, the ~~Court~~Company ~~entered~~filed ana voluntary ~~Interim~~petition ~~Order~~(the ~~Pursuant~~“Chapter to11 ~~Sections 105(a~~Case”) ~~and~~in ~~362~~the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy ~~Code (I~~Court”) ~~Establishing~~ ~~Notification~~seeking ~~Procedures~~relief ~~and~~under ~~Approving~~the ~~Restrictions~~provisions onof ~~Certain~~Chapter ~~Transfers~~11 of ~~Equity~~Title ~~Interests~~11 inof the ~~Debtor~~United ~~and~~States ~~(II) Scheduling~~Code ~~a Final Hearing~~ (the “~~Order~~Bankruptcy Code”). The ~~Order~~Company ~~was~~is ~~issued~~continuing in ~~response~~ topossession ~~the~~of ~~Company’s~~its ~~motion~~assets ~~(the~~and ~~“Motion”),~~is ~~filed~~managing onits ~~February 7,~~business ~~2017~~as ~~for,~~a ~~among~~debtor ~~other~~in ~~things,~~possession an(in ~~order~~such ~~establishing~~capacity, ~~certain~~the ~~procedures~~“Debtor”) toin ~~protect~~accordance with the ~~potential~~applicable ~~value~~provisions of the ~~Company’s~~Bankruptcy ~~net~~Code and ~~operating~~the ~~loss~~orders ~~carryforwards (~~of the ~~“NOLs”)~~Bankruptcy ~~and~~Court. ~~certain~~The ~~other~~Chapter of11 Case is being administered by the ~~Company’s~~Bankruptcy ~~tax~~Court ~~attributes~~in ~~(together~~the ~~with~~proceeding bearing the ~~NOLs~~caption In re Violin Memory, ~~the~~Inc., ~~“Tax~~Case ~~Attributes”)~~No. 16-12782.

InOn February 8, 2017, the Bankruptcy Court entered an Order, Authorizing the Debtor’s Entry Into and Performance Under a Plan Support Agreement (the ~~Court~~“Order”) ~~found~~pursuant to Sections 105(a) and 363(b) of Title 11 of the Bankruptcy Code. The Order was issued in response to the Debtor’s motion filed on February 6, 2017 to enter into that: certain Plan Sponsor Agreement, among the Company, Soros, and the Official Committee of Unsecured Creditors appointed in the Company’s Chapter 11 Case (the “Plan Sponsor Agreement”), which was executed among the parties thereto on February 15, 2017 following the issuance of the Order, substantially in the form submitted to the Bankruptcy Court.

The ~~Tax~~Plan ~~Attributes~~Sponsor ~~are~~Agreement ~~property~~was a result of several bids and a competitive auction between multiple qualified bidders following the Company’s ~~estate~~filing of its Chapter 11 Case, and ~~are~~provides ~~protected~~for, byamong ~~section~~other ~~362~~things: (i) an $8.0 million debtor-in-possession facility from Soros to finance the Debtor’s continued operations and restructuring efforts, which facility will be converted into an exit facility under a confirmed plan of reorganization, (ii) cash from Soros for recoveries equivalent to $15.0 million to the Debtor’s creditors under a plan of reorganization, in exchange for which Soros will receive a note, (iii) Quantum Partners LP (“QP”), an investment fund that holds $25.65 million of the ~~Bankruptcy~~Company’s ~~Code;~~outstanding convertible notes, will receive all of the equity interests in the reorganized Debtor in lieu of cash for its claims, (iv) retention by the Company of certain employee claims and counterparty obligations (and related cure costs), and (v) preservation of certain avoidance actions for the benefit of unsecured creditors. Soros is an affiliate of QP and is managed by Soros Fund Management LLC. The parties to the Plan Sponsor Agreement will work in good faith to confirm this plan expeditiously, with a goal for confirmation on or before April 20, 2017.

~~Unrestricted~~The ~~trading~~foregoing indescription of the ~~Company’s~~Plan ~~common~~Sponsor ~~stock~~Agreement ~~(the~~is ~~“Company’s~~qualified ~~Stock”)~~in ~~before~~its ~~the~~entirety ~~Company’s~~by ~~emergence~~reference ~~from chapter~~to 11the ~~could~~full ~~severely~~text ~~limit~~of the ~~Company’s~~Plan ~~ability~~Sponsor toAgreement, ~~use~~which ~~the~~is filed ~~Tax~~as ~~Attributes~~Exhibit ~~for~~10.1 ~~purposes~~to ofthis ~~the~~Current ~~Internal~~Report ~~Revenue~~on ~~Code~~Form of8-K ~~1986,~~and asis ~~amended;~~incorporated ~~and~~herein by reference.

~~The~~Cautionary ~~notification~~Information ~~procedures~~Regarding ~~and~~Forward-Looking ~~restrictions~~Statements ~~on certain transfers of the Company’s Stock are necessary and proper to preserve the Tax Attributes and are therefore in the best interests of the Company, its estate, and its creditors.~~

~~Pursuant~~Certain statements and information included in this Current Report on Form 8-K may constitute “forward-looking” statements that are generally identifiable through the use of words such as “plan,” “goal” and similar expressions and include any statements that are made regarding financial expectations. The forward-looking statements speak only as of the date of this Current Report on Form 8-K, and the Company undertakes no obligation to update or revise such statements to reflect new information or events as they occur. These statements are based on a number of assumptions, risks and uncertainties, many of which are beyond the ~~terms~~control of the ~~Order~~Company. Investors are cautioned that any such statements are not guarantees of future business or financial performance and that actual future results may differ materially due to a variety of factors. Factors that could cause the Company’s results to differ materially include, but are not limited to, the following: (i) the Company’s ability to obtain Bankruptcy Court ~~ordered~~approval with respect to motions and actions in connection with a plan of reorganization in the Chapter 11 Case; (ii) the Company’s ability to operate its business during the pendency of the Chapter 11 Case; (iii) the effects of the filing of the Chapter 11 Case on the Company’s business operations and the upon the interests of various creditors, stockholders and other stakeholders; (iv) the length of time the Company will operate as a debtor in possession in the Chapter 11 Case; (v) risks associated with motions and other actions that: third parties may take in the Chapter 11 Case, which may interfere with the Company’s ability to develop, secure approval of, and consummate a plan of reorganization; (vi) the potential adverse effects of the Chapter 11 Case on the Company’s financial condition, business operations, customers and potential customers, employees, liquidity, and results of operations; and (vii) other factors disclosed by the Company from time to time in its filings with the SEC, including those described under the caption “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the period ended July 31, 2016. As a result of these factors, the Company’s actual results may differ materially from those indicated or implied by such forward-looking statements.

~~Any~~Cautionary ~~acquisitions,~~Information ~~dispositions,~~Regarding orTrading ~~trading~~in of the Company’s ~~Stock~~Equity inSecurities violation of the restrictions set forth in the Order shall be null and void ab initio as an act in violation of the automatic stay under section 362 of the Bankruptcy Code and pursuant to the Court’s equitable powers under section 105(a) of the Bankruptcy Code;

The ~~procedures~~Company’s ~~and~~stockholders ~~restrictions~~are ~~set~~cautioned ~~forth~~that trading in shares of the ~~Order~~Company’s ~~relating~~equity tosecurities ~~trading~~during inthe pendency of its Chapter 11 Case is highly speculative and poses substantial risks, including the fact that the Company’s ~~Stock~~ ~~are~~stock ~~approved,~~may ~~and~~be ~~more~~of ~~specifically~~little asor ~~they~~no ~~relate~~value. toTrading ~~substantial~~prices ~~equityholders,~~for ~~who~~the ~~are~~Company’s ~~defined~~equity tosecurities ~~include~~may ~~any~~bear ~~person~~little or ~~entity~~no ~~that~~relationship ~~beneficially~~to ~~owns~~the atactual ~~least~~recovery, 1if any,~~199,744~~ by ~~shares~~holders of the Company’s ~~Stock~~securities ~~(representing~~upon ~~approximately~~the ~~4.75%~~conclusion of ~~all~~ ~~issued~~the ~~and~~Chapter ~~outstanding~~11 ~~shares~~Case. ofTherefore, the Company’s ~~Stock);~~urges extreme caution with respect to existing and future investments in its securities.

~~Any~~Except ~~person~~as orrequired ~~entity~~by ~~acquiring~~law, ~~and/or disposing of~~ the Company~~’s Stock~~ indisclaims ~~violation~~any ofobligation ~~the restrictions set forth in the Order, or failing~~ to ~~comply~~publicly ~~with~~update the “Notice of Substantial Stock Ownership,” “Notice of Intent to Purchase, Acquire or Otherwise Accumulate Violin Stock” and “Notice of Intent to Sell, Trade or Otherwise Transfer Violin Stock” requirements set forth in the Order, as may be the case, shall be subject to such ~~sanctions~~statements. ~~as the Court may consider appropriate pursuant to the Court’s equitable power prescribed in section 105(a) of the Bankruptcy Code;~~

IfItem no9.01 ~~objections~~Financial ~~are~~Statements ~~submitted~~and ~~in accordance with the procedures outlined in the Order, the Company shall submit to the Court a final order granting the relief requested in the Motion;~~ Exhibits.

~~The~~(d) ~~relief~~Exhibits ~~granted in the Order is intended solely to permit the Company to protect, preserve and maximize the value of its Tax Attributes; and~~

The provisions of the Order shall be effective, nunc pro tunc, to February 7, 2017.


Exhibit No.		Exhibit Title

10.1		Plan Sponsor Agreement, executed on February 15, 2017.

~~The~~SIGNATURES information set forth above is a description of certain of the material provisions and terms of the Order. The description is not a complete description of the material provisions and terms of the Order and is qualified in its entirety by reference to the Order filed as Exhibit 99.1 to this Current Report on Form 8-K.

~~Item~~Pursuant ~~9.01~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

(d) Exhibits

EXHIBITNO.		DESCRIPTION
99.1		Interim Order Pursuant to Sections 105(a) and 362 of the Bankruptcy Code (I) Establishing Notification Procedures and Approving Restrictions on Certain Transfers of Equity Interests in the Debtor and (II) Scheduling a Final Hearing, entered February 15, 2017.

EXHIBIT INDEX

SIGNATURES


Exhibit No.		Exhibit Title

10.1		Plan Sponsor Agreement, executed on February 15, 2017.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Violin Memory, Inc.
Date: February 17, 2017	By:	/s/ Cory J. Sindelar
		Cory J. Sindelar, Chief Financial Officer

EXHIBIT INDEX

EXHIBITNO.		DESCRIPTION
99.1		Interim Order Pursuant to Sections 105(a) and 362 of the Bankruptcy Code (I) Establishing Notification Procedures and Approving Restrictions on Certain Transfers of Equity Interests in the Debtor and (II) Scheduling a Final Hearing, entered February 15, 2017.

Violin Memory, Inc.

Date: February 22, 2017

/s/ Cory J. Sindelar

Cory J. Sindelar, Chief Financial Officer

Filing Compare · Violin Memory Inc