SEC FORM 4

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^*

BROWN MICHAEL MAURICE

(Last)

(First)

(Middle)

C/O BATTERY VENTURES VII, LLC

930 WINTER STREET, SUITE 2500

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MRU HOLDINGS INC [ UNCL ]

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)
12/31/2006

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/02/2007		P		850,000	A	$4.98	850,000	I	By Battery Partners VII, LLC⁽¹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Convertible Preferred Stock	$3.8	12/31/2006		J		208,291⁽²⁾		⁽³⁾	⁽³⁾	Common Stock	208,291	$0	4,155,660	I	By Battery Partners VII, LLC⁽¹⁾
Series B Convertible Preferred Stock	$3.8	06/15/2007		J		112,716⁽²⁾		⁽³⁾	⁽³⁾	Common Stock	112,716	$0	4,268,376	I	By Battery Partners VII, LLC⁽¹⁾
Series B Convertible Preferred Stock	$3.8	12/31/2007		J		139,628⁽²⁾		⁽³⁾	⁽³⁾	Common Stock	139,628	$0	4,408,004⁽⁴⁾	I	By Battery Partners VII, LLC⁽¹⁾
Series B-2 Convertible Preferred Stock	⁽³⁾	06/30/2008		P		2,197,109		⁽⁵⁾	⁽⁵⁾	Common Stock	2,197,109	$2.25	2,197,109	I	By Battery Partners VII, LLC⁽¹⁾
Warrants to purchase	$2.25	06/30/2008		P		659,132		09/30/2008	06/29/2013	Common Stock	659,132	$0.0375	659,132	I	By Battery Partners VII, LLC⁽¹⁾
Warrants to purchase	$2.25	07/10/2008		P		1,111,110		⁽⁶⁾	07/09/2013	Common Stock	1,111,110	$0	1,111,110	I	By Battery Partners VII, LLC⁽¹⁾

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of the securities reported herein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or for any other purpose.

2. The reported shares were received as a payment-in-kind stock dividend pursuant to the terms of the Amended and Restated Certificate of Incorporation of MRU Holdings, Inc.

3. The Series B Convertible Preferred shares became convertible upon issuance and have no expiration date.

4. Pursuant to the anti-dilution provisions of the Series B Convertible Preferred Stock, the number of shares of common stock into which the Series B Convertible Preferred shares are convertible has been adjusted. The shares are currently convertible into 4,522,673 shares of common stock at $3.704 per share.

5. Effective September 30, 2008, the Series B-2 Convertible Preferred shares are convertible at any time on a one-for-one basis, and have no expiration date.

6. The warrants are exercisable at any time.

	/s/Christopher Schiavo, Attorney-in-Fact	11/25/2008
	** 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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