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*
Quigley William

(Last) (First) (Middle)
894 ROSS DRIVE

(Street)
SUNNYVALE CA 94089

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MERU NETWORKS INC [ MERU ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
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)
Form filed by One Reporting Person
X 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)
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)
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*
Quigley William

(Last) (First) (Middle)
894 ROSS DRIVE

(Street)
SUNNYVALE CA 94089

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Clearstone Venture Partners II-A, L.P.

(Last) (First) (Middle)
1351 4TH STREET, 4TH FLOOR

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Clearstone Venture Partners II-B, L.P.

(Last) (First) (Middle)
1351 4TH STREET, 4TH FLOOR

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Clearstone Venture Partners II-C, L.P.

(Last) (First) (Middle)
1351 4TH STREET, 4TH FLOOR

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
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
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