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 | 272,116 | 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) | |||||||||||||||
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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 | (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*
(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 1,389,032 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). | ||
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. |