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): April 1721, 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 71.0103. ~~Regulation~~Bankruptcy FDor ~~Disclosure~~Receivership.

~~Modified~~As ~~Securities~~previously reported, on December 14, 2016, Violin Memory, Inc. (the “Company”) filed a voluntary petition (the “Chapter 11 Case”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) seeking relief under the provisions of Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). The Company has been continuing in possession of its assets and ~~Exchange~~has ~~Commission~~been ~~Reporting~~managing its business as a debtor in possession (in such capacity, the “Debtor”) in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. The Chapter 11 Case has been administered by the Bankruptcy Court under the caption In re Violin Memory, Inc., Case No. 16-12782 (LSS).

AsOn ~~previously reported, on December~~April 1418, ~~2016~~2017, ~~Violin Memory, Inc. (~~the ~~“Company”)~~Bankruptcy ~~filed~~Court aentered ~~voluntary~~an ~~petition~~order (confirming the ~~“Chapter 11 Case”)~~Second inAmended ~~the~~Plan ~~United~~of ~~States~~Reorganization ~~Bankruptcy Court~~ for ~~the~~Violin ~~District~~Memory, ofInc. ~~Delaware~~ (the “~~Bankruptcy Court~~Plan”), ~~seeking~~a ~~relief~~copy ~~under the provisions~~ of ~~Chapter~~which 11is ofattached ~~Title~~hereto 11as ofExhibit ~~the~~99.1. ~~United~~On ~~States~~April 21, ~~Code~~2017, ~~(the~~all ~~“Bankruptcy~~applicable ~~Code”). The~~conditions ~~Company~~set ~~is continuing~~forth in ~~possession~~the ofPlan ~~its~~were ~~assets~~satisfied ~~and~~or iswaived ~~managing~~and ~~its~~the ~~business~~effective date ~~as a debtor in possession in accordance with~~ (the ~~applicable~~“Effective ~~provisions~~Date”) of the ~~Bankruptcy~~Plan ~~Code~~occurred. ~~and~~The ~~the~~Company ~~orders~~filed ofa ~~the~~Notice ~~Bankruptcy~~of ~~Court. The~~Effective ~~Chapter~~Date 11of ~~Case~~the isPlan ~~being~~with ~~administered by~~ the Bankruptcy Court inon ~~the~~April 21, ~~proceeding~~2017, ~~bearing~~a ~~the~~copy ~~caption~~of Inwhich reis ~~Violin~~attached ~~Memory,~~hereto ~~Inc.,~~as ~~Case~~Exhibit No99. ~~16-12782~~2.

~~Also~~Upon ~~as previously reported, during~~ the ~~pendency~~occurrence of the ~~Chapter~~Effective ~~11 Case~~Date, the Company ~~has~~emerged ~~determined~~from tobankruptcy ~~modify~~as ~~its~~a ~~reporting~~privately-held ~~with~~corporation ~~respect~~discharged ~~to its obligations under the federal securities laws. In lieu of filing periodic reports on Forms 10-K~~ and ~~Forms~~released ~~10-Q,~~from ~~the~~all ~~Company~~Claims ~~will~~(as defined ~~file,~~in ~~monthly, with~~ the ~~Securities and Exchange Commission (“SEC”~~Plan) aagainst ~~current~~or ~~report~~Interests on(as ~~Form~~defined ~~8-K~~in ~~that will have attached~~ the ~~monthly~~Plan) ~~financial~~in ~~report required by~~ the ~~Bankruptcy~~Debtor ~~Court. The~~arising ~~Company~~or ~~does~~existing ~~not~~prior ~~intend~~ to ~~file future periodic reports on Forms 10-Q and 10-K while~~ the ~~Chapter~~Effective 11Date, ~~Case~~all ~~is pending. The Company will continue to file current reports on Form 8-K~~ as ~~required~~ ~~by the federal securities laws. The Company believes that this modified reporting program is consistent with the protection of its investors as~~ set forth in ~~SEC~~the ~~Exchange Act Release No~~Plan. ~~9660,~~ ~~dated June 30, 1972.~~

~~Monthly~~In ~~Operating~~addition, ~~Report~~on the Effective Date, all existing equity interests of the Company were retired, cancelled, extinguished and/or discharged without consideration in accordance with the terms of the Plan and the Company, as reorganized, issued 100% of its equity to Quantum Partners LP or its assignee.

~~On April 17,~~The ~~2017, the~~ Company intends ~~filed~~to ~~its~~file ~~monthly~~a ~~operating~~Form ~~report~~15 ~~for~~with the ~~period~~Securities ~~from~~and ~~March 1,~~Exchange ~~2017~~Commission ~~through~~for ~~March 31, 2017 with~~ the ~~Bankruptcy~~purpose ~~Court~~of (terminating the ~~“Monthly~~registration ~~Operating~~of ~~Report”). The~~its ~~Monthly~~common ~~Operating~~stock ~~Report~~under ~~is attached~~the toSecurities ~~this~~Exchange ~~Current~~Act ~~Report~~of on1934, ~~Form 8-K~~ as ~~Exhibit~~amended ~~99.1,~~(the ~~and~~“Exchange ~~is incorporated herein by reference~~Act”). ~~The~~ Upon filing ofa ~~and information included in this Current Report on~~ Form ~~8-K,~~ ~~including Exhibit 99.1~~15, the ~~should~~Company ~~not~~will becease ~~deemed~~filing any ~~admission~~further asperiodic toor ~~the~~current ~~materiality~~reports ofunder ~~any~~the ~~information~~Exchange ~~required to be disclosed solely by Regulation FD~~Act.

~~Limitation~~Item on3.03. ~~Incorporation~~Material byModification ~~Reference~~to Rights of Security Holders.

InThe ~~accordance with General Instructions B.2. of Form 8-K, the~~ information ~~with~~set ~~respect~~forth ~~to the Company~~ in ~~this~~ Item 7 1.0103 ~~shall not be deemed “filed” for purposes~~ of ~~Section 18~~this Current ofReport ~~the~~on ~~Securities~~Form ~~Exchange~~8-K ~~Act~~is ~~of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed~~ incorporated byherein ~~reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth~~ by ~~specific~~ reference ~~in such a filing~~.

~~Cautionary~~Item ~~Information~~5.01 ~~Regarding~~Changes ~~the~~in ~~Monthly~~Control ~~Operating~~of ~~Report~~ Registrant.

The ~~Company~~information ~~cautions~~relating ~~investors and potential investors not~~ to ~~place undue reliance upon~~ the ~~information~~change ~~contained~~ in ~~the~~control ~~Monthly Operating Report because it was not prepared for the purpose~~ of ~~providing~~ the ~~basis for an investment decision relating to any of the securities of the~~ Company~~. The~~ ~~Monthly Operating Report is limited in scope, covers a limited time period, has been prepared solely for~~set ~~the~~forth ~~purpose of complying with the monthly reporting requirements applicable~~ in ~~the~~Item ~~Chapter 11 Case, and is in a format acceptable to the U~~1.S.03 ~~Trustee. The~~of ~~Company~~this isCurrent ~~not required to update publicly the Monthly Operating~~ Report toon ~~reflect~~Form ~~more current~~8-K ~~facts, estimates or other information, or the occurrence of future events, including in the event that the facts, estimates and assumptions upon which the Monthly Operating Report~~ is ~~based~~incorporated ~~are~~herein ~~erroneous. The Monthly Operating Report was not audited or reviewed~~ by ~~the~~reference. ~~Company’s~~

Cautionary ~~independent~~Information ~~registered~~Regarding ~~public~~Forward-Looking ~~accounting~~Statements firm, does not contain all of the information and footnotes required by generally accepted accounting principles under applicable law, is in a format prescribed by applicable bankruptcy laws, and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report is complete or that it provides all of the information necessary to understand the Company’s current finance position. The Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Company’s periodic reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the information may not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its periodic reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.

~~Cautionary~~Certain ~~Information~~statements ~~Regarding~~and ~~Forward~~information included in this Current Report on Form 8-~~Looking~~K ~~Statements~~may constitute “forward-looking” statements that are generally identifiable through the use of words such as “intend,” “will” 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 control of the 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.

~~Certain~~Cautionary ~~statements~~Information ~~and~~Regarding ~~information~~Trading ~~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 “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “project” 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 control of the 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~~Equity toSecurities differ materially include, but are not limited to, the following: (i) the Company’s ability to obtain Bankruptcy Court 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.

~~Cautionary~~Pursuant ~~Information~~to ~~Regarding~~the Plan, all of the ~~Chapter~~Company’s 11existing ~~Case~~equity securities were cancelled and extinguished upon the Effective Date, and the holders thereof are not entitled to receive, and will not receive or retain, any property or interest in property on account of such equity interests. As the Plan has been confirmed and the Company’s existing equity securities have been cancelled, amounts invested by holders of such securities will not be recoverable and such securities will have no value.

~~The~~Except ~~Company’s~~as ~~stockholders~~required ~~are~~by ~~cautioned~~law, ~~that trading in shares of~~ the Company’s ~~equity~~disclaims ~~securities during the pendency of its Chapter 11~~any ~~Case~~obligation isto ~~highly~~publicly ~~speculative~~update ~~and~~such ~~poses~~forward-looking ~~substantial risks, including the risk that the Company’s stock may be of little or no value~~statements. ~~Trading~~ ~~prices for~~

~~the~~Item ~~Company’s equity securities may bear little or no relationship to the actual recovery, if any, by holders of the Company’s securities upon the conclusion of the Chapter 11 Case~~9.01 ~~The Company~~Financial ~~anticipates~~Statements ~~cancellation of its existing equity interests as early as April 21, 2017,~~ and ~~that, thereafter, there will be no market for such securities~~Exhibits. ~~Therefore, the Company urges extreme caution with respect to existing and future investments in its securities.~~

~~Except~~(d) asExhibits ~~required by law, the Company disclaims any obligation to publicly update such statements.~~

Item 9.01 Financial Statements and Exhibits.


Exhibit No.		Exhibit Title

99.1		Findings of Fact, Conclusions of Law, and Order Confirming the Second Amended Plan of Reorganization for Violin Memory, Inc.

99.2		Notice of Effective Date of Plan.

~~(d)~~SIGNATURES ~~Exhibits~~

Exhibit No.		Exhibit Title
99.1		Monthly Operating Report of Violin Memory, Inc. for the period from March 1, 2017 through March 31, 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.

SIGNATURES

~~Pursuant~~EXHIBIT toINDEX ~~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.~~

EXHIBIT INDEX

Exhibit No.		Exhibit Title
99.1		Monthly Operating Report of Violin Memory, Inc. for the period from March 1, 2017 through March 31, 2017.

Violin Memory, Inc.

Date: April 21, 2017

/s/ James P. Curley

James P. Curley

Chief Financial Officer, Secretary and Treasurer

Filing Compare · Violin Memory Inc