0001398344-14-005449.txt : 20141027 0001398344-14-005449.hdr.sgml : 20141027 20141027104703 ACCESSION NUMBER: 0001398344-14-005449 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20141027 DATE AS OF CHANGE: 20141027 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MERU NETWORKS INC CENTRAL INDEX KEY: 0001167294 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 260049840 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85412 FILM NUMBER: 141173794 BUSINESS ADDRESS: STREET 1: 894 ROSS DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: (408) 215-5300 MAIL ADDRESS: STREET 1: 894 ROSS DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Castle Union LLC CENTRAL INDEX KEY: 0001593953 IRS NUMBER: 455167656 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 676 N MICHIGAN AVE STREET 2: SUITE 3605 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3127657033 MAIL ADDRESS: STREET 1: 676 N MICHIGAN AVE STREET 2: SUITE 3605 CITY: CHICAGO STATE: IL ZIP: 60611 SC 13D/A 1 fp0011992_sc13da.htm fp0011992_sc13da.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 
Meru Networks, Inc.
(Name of Issuer)
 
Common Stock, $0.0005 par value
(Title of Class of Securities)
 
59047Q103
(CUSIP Number)
 
Toan Tran
Stephen White
Castle Union LLC
676 N Michigan Ave, Suite 3605
Chicago, IL 60611
(312) 765-7032
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
October 22, 2014
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [   ]
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
CUSIP No. 59047Q103
  
13D
    

1.
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Castle Union Partners, L.P.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    [   ]
(b)    [   ]
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS (see instructions)
 
WC
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     [   ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
SOLE VOTING POWER
 
00,000
8.
SHARED VOTING POWER
 
302,257
9.
SOLE DISPOSITIVE POWER
 
00,000
10.
SHARED DISPOSITIVE POWER
 
302,257
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
302,257
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    [   ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.3%
14.
TYPE OF REPORTING PERSON (see instructions)
 
PN
 
 
 
 
 
CUSIP No. 59047Q103
  
13D
    

1.
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Castle Union Partners II, L.P.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    [   ]
(b)    [   ]
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS (see instructions)
 
WC
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     [   ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
SOLE VOTING POWER
 
00,000
8.
SHARED VOTING POWER
 
1,720,744
9.
SOLE DISPOSITIVE POWER
 
00,000
10.
SHARED DISPOSITIVE POWER
 
1,720,744
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,720,744
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    [   ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.3%
14.
TYPE OF REPORTING PERSON (see instructions)
 
PN
 
 
 
 
 
CUSIP No. 59047Q103
  
13D
    

1.
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Castle Union LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    [   ]
(b)    [   ]
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS (see instructions)
 
AF
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     [   ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
SOLE VOTING POWER
 
00,000
8.
SHARED VOTING POWER
 
2,023,001
9.
SOLE DISPOSITIVE POWER
 
00,000
10.
SHARED DISPOSITIVE POWER
 
2,023,001
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,023,001
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    [   ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.6%
14.
TYPE OF REPORTING PERSON (see instructions)
 
OO
 
 
 
 
 
CUSIP No. 59047Q103
  
13D
    

1.
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Toan Tran
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    [   ]
(b)    [   ]
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS (see instructions)
 
AF
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     [   ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
SOLE VOTING POWER
 
00,000
8.
SHARED VOTING POWER
 
2,023,001
9.
SOLE DISPOSITIVE POWER
 
00,000
10.
SHARED DISPOSITIVE POWER
 
2,023,001
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,023,001
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    [   ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.6%
14.
TYPE OF REPORTING PERSON (see instructions)
 
IN
 
 
 
 
 
CUSIP No. 59047Q103
  
13D
    

1.
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Stephen White
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    [   ]
(b)    [   ]
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS (see instructions)
 
AF
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     [   ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
SOLE VOTING POWER
 
00,000
8.
SHARED VOTING POWER
 
2,023,001
9.
SOLE DISPOSITIVE POWER
 
00,000
10.
SHARED DISPOSITIVE POWER
 
2,023,001
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,023,001
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    [   ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.6%
14.
TYPE OF REPORTING PERSON (see instructions)
 
IN
 
 
 
 
 
The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (the “Amendment No. 2”). The Amendment No. 2 amends the Schedule 13D as specifically set forth. Except as otherwise provided therein, each Item of the Schedule 13D remains unchanged.
 
Item 3.  Source or Amount of Funds or Other Consideration.
 
Item 3 is hereby amended as follows:
 
The aggregate purchase price of the 2,023,001 Shares owned by CUP and CUP II is approximately $7,715,726.45.
 
Item 5.  Interest in Securities of the Issuer.
 
Item 5 is hereby amended as follows:
 
 
(a)
As of the close of business on October 22, 2014, CUP beneficially owns 302,257 Shares, constituting approximately 1.3% of the Shares outstanding. As of the close of business on October 22, 2014, CUP II beneficially owns 1,720,744 Shares, constituting approximately 7.3% of the Shares outstanding. Because of their relationships with CUP and CUP II, as discussed in further detail in Item 2, each of CU and Messrs. Tran and White may be deemed to beneficially own the Shares beneficially owned by CUP and CUP II.
 
 
(b)
Schedule A annexed hereto lists all transactions in the Shares during the past sixty days and not otherwise disclosed in previous filings by the Reporting Persons. All of such transactions were effected in the open market, except as otherwise noted.
 
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
Item 6 is hereby amended and restated in its entirely as follows:
 
On October 22, 2014, CUP, CUP II, CU, and Messrs. Tran and White entered into a Joint Filing Agreement (the “Joint Filing Agreement”) in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached as an exhibit hereto and is incorporated herein by reference.
 
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
 
Item 7.  Material to Be Filed as Exhibits.
 
99.2           Joint Filing Agreement by and among Castle Union Partners, L.P., Castle Union Partners II, L.P., Castle Union LLC, Toan Tran, and Stephen White, dated October 22, 2014.
 
 
 
 
 
 
CUSIP No. 59047Q103
  
13D
    
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Castle Union Partners, L.P.
 
/s/ Toan Tran
Toan Tran
 
Co-Managing Member
Title
 
October 22, 2014
Date
 
Castle Union Partners II, L.P.
 
/s/ Toan Tran
Toan Tran
 
Co-Managing Member
Title
 
October 22, 2014
Date
 
Castle Union LLC
 
/s/ Toan Tran
Toan Tran
 
Co-Managing Member
Title
 
October 22, 2014
Date

Toan Tran
 
/s/ Toan Tran
Toan Tran
 
October 22, 2014
Date

Stephen White
 
/s/ Stephen White
Stephen White
 
October 22, 2014
Date

 
 
 
 
SCHEDULE A
Transactions in the Shares

Transaction
Securities Purchased (Sold)
Price Per Share ($)
Date of Transaction
       
Castle Union Partners, L.P.
       
Purchase
1,650
3.84
10/7/2014
Purchase
1,787
3.68
10/9/2014
Purchase
2,475
3.65
10/10/2014
Purchase
1,650
3.55
10/13/2014
Purchase
1,650
3.57
10/14/2014
Purchase
3,185
3.60
10/15/2014
Purchase
1,915
3.91
10/16/2014
Purchase
3,790
4.04
10/17/2014
Purchase
6,600
4.03
10/20/2014
       
Castle Union Partners II, L.P.
       
Purchase
8,350
3.84
10/7/2014
Purchase
9,042
3.68
10/9/2014
Purchase
12,525
3.65
10/10/2014
Purchase
8,350
3.55
10/13/2014
Purchase
8,350
3.57
10/14/2014
Purchase
16,115
3.60
10/15/2014
Purchase
9,685
3.91
10/16/2014
Purchase
19,181
4.04
10/17/2014
Purchase
33,400
4.03
10/20/2014
Purchase
50,000
4.03
10/21/2014
Purchase
150,000
4.03
10/22/2014

 
 EX-99.2 2 fp0011992_ex992.htm fp0011992_ex992.htm
 
Exhibit 99.2

JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.0005, of Meru Networks, Inc.  This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
 
Dated: October 22, 2014

Castle Union Partners, L.P.
 
/s/ Toan Tran
Toan Tran
 
Co-Managing Member
Title
 
October 22, 2014
Date
 
Castle Union Partners II, L.P.
 
/s/ Toan Tran
Toan Tran
 
Co-Managing Member
Title
 
October 22, 2014
Date
 
Castle Union LLC
 
/s/ Toan Tran
Toan Tran
 
Co-Managing Member
Title
 
October 22, 2014
Date

Toan Tran
 
/s/ Toan Tran
Toan Tran
 
October 22, 2014
Date

Stephen White
 
/s/ Stephen White
Stephen White
 
October 22, 2014
Date