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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MERU NETWORKS INC [ MERU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/06/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 04/06/2010 | C | 272,114 | A | (1) | 273,928 | I | See footnote(2) | ||
Common Stock | 04/06/2010 | C | 370,798 | A | (3) | 644,726 | I | See footnote(2) | ||
Common Stock | 04/06/2010 | C | 391,807 | A | (4) | 1,036,533 | I | See footnote(2) | ||
Common Stock | 04/06/2010 | C | 285,604 | A | (5) | 1,322,137 | I | See footnote(2) | ||
Common Stock | 04/06/2010 | C | 647,752 | A | (6) | 1,969,889 | I | See footnote(2) | ||
Common Stock | 04/06/2010 | A | 3,500 | A | $0 | 3,500 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (right to buy) | $18.75 | 04/06/2010 | A | 10,000 | (7) | 04/06/2020 | Common Stock | 10,000 | $0 | 10,000 | D | ||||
Series A-1 Convertible Preferred Stock | (1) | 04/06/2010 | C | 1,543,360 | (1) | (1) | Common Stock | 272,114 | $0 | 0 | I | See footnote(2) | |||
Series B Convertible Preferred Stock | (3) | 04/06/2010 | C | 4,541,132 | (3) | (3) | Common Stock | 370,798 | $0 | 0 | I | See footnote(2) | |||
Series C Convertible Preferred Stock | (4) | 04/06/2010 | C | 3,927,200 | (4) | (4) | Common Stock | 391,807 | $0 | 0 | I | See footnote(2) | |||
Series D Convertible Preferred Stock | (5) | 04/06/2010 | C | 2,505,526 | (5) | (5) | Common Stock | 285,604 | $0 | 0 | I | See footnote(2) | |||
Series E Convertible Preferred Stock | (6) | 04/06/2010 | C | 7,217,856 | (6) | (6) | Common Stock | 647,752 | $0 | 0 | I | See footnote(2) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Includes 1,440,188 shares of Series A-1 Convertible Preferred Stock held directly by Clearstone Venture Partners II-A, L.P. Includes 49,450 shares of Series A-1 Convertible Preferred Stock held directly by Clearstone Venture Partners II-B, L.P. Includes 53,722 shares of Series A-1 Convertible Preferred Stock held directly by Clearstone Venture Partners II-C, L.P. Each outstanding share of the Issuer's Series A-1 Convertible Preferred Stock automatically converted into approximately 0.17632 shares of the Issuer's Common Stock upon the closing of the initial public offering of the Issuer's Common Stock. |
2. Shares held directly by Clearstone Venture Partners II-A, L.P., Clearstone Venture Partners II-B, L.P. and Clearstone Venture Partners II-C, L.P. William Quigley is a Managing Member of Clearstone Venture Management II, L.L.C., the general partner of Clearstone Venture Partners II-A, L.P., Clearstone Venture Partners II-B, L.P. and Clearstone Venture Partners II-C, L.P. and may be deemed to beneficially own such shares. Mr. Quigley disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
3. Includes 4,243,184 shares of Series B Convertible Preferred Stock held directly by Clearstone Venture Partners II-A, L.P. Includes 142,692 shares of Series B Convertible Preferred Stock held directly by Clearstone Venture Partners II-B, L.P. Includes 155,256 shares of Series B Convertible Preferred Stock held directly by Clearstone Venture Partners II-C, L.P Each outstanding share of the Issuer's Series B Convertible Preferred Stock automatically converted into approximately 0.08165 shares of the Issuer's Common Stock upon the closing of the initial public offering of the Issuer's Common Stock. |
4. Includes 3,674,301 shares of Series C Convertible Preferred Stock held directly by Clearstone Venture Partners II-A, L.P. Includes 123,287 shares of Series C Convertible Preferred Stock held directly by Clearstone Venture Partners II-B, L.P. Includes 129,612 shares of Series C Convertible Preferred Stock held directly by Clearstone Venture Partners II-C, L.P. Each outstanding share of the Issuer's Series C Convertible Preferred Stock automatically converted into approximately 0.09977 shares of the Issuer's Common Stock upon the closing of the initial public offering of the Issuer's Common Stock. |
5. Includes 2,349,201 shares of Series D Convertible Preferred Stock held directly by Clearstone Venture Partners II-A, L.P. Includes 73,124 shares of Series D Convertible Preferred Stock held directly by Clearstone Venture Partners II-B, L.P. Includes 83,201 shares of Series D Convertible Preferred Stock held directly by Clearstone Venture Partners II-C, L.P. Each outstanding share of the Issuer's Series D Convertible Preferred Stock automatically converted into approximately 0.11399 shares of the Issuer's Common Stock upon the closing of the initial public offering of the Issuer's Common Stock. |
6. Includes 6,455,143 shares of Series E Convertible Preferred Stock held directly by Clearstone Venture Partners II-A, L.P. Includes 225,123 shares of Series E Convertible Preferred Stock held directly by Clearstone Venture Partners II-B, L.P. Includes 537,590 shares of Series E Convertible Preferred Stock held directly by Clearstone Venture Partners II-C, L.P. Each outstanding share of the Issuer's Series E Convertible Preferred Stock automatically converted into approximately 0.08974 shares of the Issuer's Common Stock upon the closing of the initial public offering of the Issuer's Common Stock. |
7. The option vests in equal monthly installments beginning on April 6, 2010. Upon a change-of-control of the Company, the option will vest in full. |
/s/ Richard Mosher, Attorney-in-Fact for William Quigley | 04/08/2010 | |
/s/ Richard Mosher, Attorney-in-Fact for Clearstone Venture Partners II-A, L.P. | 04/08/2010 | |
/s/ Richard Mosher, Attorney-in-Fact for Clearstone Venture Partners II-B, L.P. | 04/08/2010 | |
/s/ Richard Mosher, Attorney-in-Fact for Clearstone Venture Partners II-C, L.P. | 04/08/2010 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |