Goldman, Sachs & Co.
200 West Street
New York, New York 10282
200 West Street
New York, New York 10282
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
1585 Broadway
New York, New York 10036
June 6, 2011
Securities and Exchange Commission
Division of Corporate Finance
100 F. Street, N.E.
Washington D.C. 20549
Attention: Matthew Crispino
Division of Corporate Finance
100 F. Street, N.E.
Washington D.C. 20549
Attention: Matthew Crispino
Re: | Fusion-io, Inc. (the “Registrant”) Registration Statement on Form S-1 File No. — 333-172683 |
Dear Ladies and Gentleman:
In connection with the above-captioned Registration Statement, we wish to advise that between May 23, 2011 and the date hereof 8,744 copies of the Preliminary Prospectus dated May 23, 2011 were distributed as follows: 5,113 to 3,392 prospective underwriters/dealers; 1,237 to 1,237 institutional investors; 1,923 to 1,923 individuals; and 471 to 471 others.
We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.
We hereby join in the request of the Registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Daylight Time on June 8, 2011 or as soon thereafter as practicable.
[Signature Page Follows]
Securities and Exchange Commission
Page 2
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Very truly yours, GOLDMAN, SACHS & CO. MORGAN STANLEY & CO. LLC Acting on behalf of themselves and as the Representatives of the several Underwriters. | ||||
By: | GOLDMAN, SACHS & CO. | |||
By: | /s/ Goldman, Sachs & Co. | |||
Goldman, Sachs & Co. | ||||
By: | MORGAN STANLEY & CO. LLC | |||
By: | /s/ Robert Brass | |||
Name: | Robert Brass | |||
Title: | Executive Director | |||
[Signature Page to Underwriter Acceleration Request]