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*
Newman Barry A.

(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 272,116 A (1) 273,930(2) I See footnote(3)
Common Stock 04/06/2010 C 298,863 A (4) 572,793(2) I See footnote(3)
Common Stock 04/06/2010 C 309,861 A (5) 882,654(2) I See footnote(3)
Common Stock 04/06/2010 C 152,322 A (6) 1,034,976(2) I See footnote(3)
Common Stock 04/06/2010 C 616,683 A (7) 1,651,659(2) I See footnote(3)
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 (8) 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 272,116 $0 0 I See footnote(3)
Series B Convertible Preferred Stock (3) 04/06/2010 C 3,660,154 (4) (4) Common Stock 298,863 $0 0 I See footnote(3)
Series C Convertible Preferred Stock (4) 04/06/2010 C 3,105,839 (5) (5) Common Stock 309,861 $0 0 I See footnote(3)
Series D Convertible Preferred Stock (5) 04/06/2010 C 1,336,280 (6) (6) Common Stock 152,322 $0 0 I See footnote(3)
Series E Convertible Preferred Stock (6) 04/06/2010 C 6,391,401 (7) (7) Common Stock 616,683 $0 0 I See footnote(3)
1. Name and Address of Reporting Person*
Newman Barry A.

(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*
NeoCarta Ventures, LP

(Last) (First) (Middle)
711 HAYNE RD.

(Street)
HILLSBOROUGH CA 94010

(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*
NEOCARTA SCOUT FUND LLC

(Last) (First) (Middle)
711 HAYNE RD.

(Street)
HILLSBOROUGH CA 94010

(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 1,389,032 shares of Series A-1 Convertible Preferred Stock of Meru Networks, Inc. (the "Company") held directly by NeoCarta Ventures, L.P. Includes 154,328 shares of Series A-1 Convertible Preferred Stock of the Company held directly by NeoCarta Scout Fund, L.L.C. Each outstanding share of the Company's Series A-1 Convertible Preferred Stock automatically converted into approximately 0.17632 shares of the Company's Common Stock upon the closing of the initial public offering of the Company's Common Stock.
2. Includes 1,634 shares of the Company's Common Stock held directly by NeoCarta Ventures, L.P. Includes 180 shares of the Company's Common Stock held directly by NeoCarta Scout Fund, L.L.C.
3. Shares held directly by NeoCarta Ventures, L.P. and NeoCarta Scout Fund, L.L.C. Barry A. Newman is a managing director of these funds and may be deemed to beneficially own such shares. Mr. Newman disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
4. Includes 3,294,138 shares of the Company's Series B Convertible Preferred Stock held directly by NeoCarta Ventures, L.P. Includes 366,016 shares of the Company's Series B Convertible Preferred Stock held directly by NeoCarta Scout Fund, L.L.C. Each outstanding share of the Company's Series B Convertible Preferred Stock automatically converted into approximately 0.08165 shares of the Company's Common Stock upon the closing of the initial public offering of the Company's Common Stock.
5. Includes 2,795,255 shares of the Company's Series C Convertible Preferred Stock held directly by NeoCarta Ventures, L.P. Includes 310,584 shares of the Company's Series C Convertible Preferred Stock held directly by NeoCarta Scout Fund, L.L.C. Each outstanding share of the Company's Series C Convertible Preferred Stock automatically converted into approximately 0.09977 shares of the Company's Common Stock upon the closing of the initial public offering of the Company's Common Stock.
6. Includes 1,202,652 shares of the Company's Series D Convertible Preferred Stock held directly by NeoCarta Ventures, L.P. Includes 133,628 shares of the Company's Series D Convertible Preferred Stock held directly by NeoCarta Scout Fund, L.L.C. Each outstanding share of the Company's Series D Convertible Preferred Stock automatically converted into approximately 0.11399 shares of the Company's Common Stock upon the closing of the initial public offering of the Company's Common Stock.
7. Includes 5,752,264 shares of the Company's Series E Convertible Preferred Stock held directly by NeoCarta Ventures, L.P. Includes 639,137 shares of the Company's Series E Convertible Preferred Stock held directly by NeoCarta Scout Fund, L.L.C. Each outstanding share of the Company's Series E Convertible Preferred Stock automatically converted into approximately 0.08974 shares of the Company's Common Stock upon the closing of the initial public offering of the Company's Common Stock.
8. 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 Barry A. Newman 04/08/2010
/s/ Richard Mosher, Attorney-in-Fact for NeoCarta Ventures, L.P. 04/08/2010
/s/ Richard Mosher, Attorney-in-Fact NeoCarta Scout Fund, L.L.C. 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).
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