Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule; Transfer of Listing

On October 17, 2012, OCZ Technology Group, Inc. ("OCZ") received a letter from The Nasdaq OMX Group ("Nasdaq") indicating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it did not timely file its Quarterly Report on Form 10-Q for the period ending August 31, 2012 (the "Form 10-Q") with the Securities and Exchange Commission. The Company has delayed the filing of its Form 10-Q pending the completion of its financial review.

The Nasdaq letter notes that the Company is required to submit a plan to regain compliance with Nasdaq's filing requirements for continued listing within 60 calendar days of the date of the Nasdaq notification letter. Upon acceptance of the Company's compliance plan, Nasdaq is permitted to grant an extension of up to 180 days from the Form 10-Q's filing due date, or until April 8, 2013, for the Company to regain compliance with Nasdaq's filing requirements for continued listing.

A copy of the press release announcing receipt of the Nasdaq compliance letter is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

A list of exhibits filed herewith is contained on the Exhibit Index which immediately follows the signature page of this Form 8-K and is incorporated herein by reference.?