| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/30/2010 |
3. Issuer Name and Ticker or Trading Symbol
MERU NETWORKS INC [ MERU ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 03/30/2010 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class A Common Stock Warrant | 03/12/2009 | 03/12/2014 | $0.0005 Par Value Common Stock | 176,976 | $9.7818 | D(1)(3)(4) | |
| Class B Common Stock Warrant | 03/12/2009 | 03/12/2014 | $0.0005 Par Value Common Stock | 176,976 | $11.7382 | D(1)(3)(4) | |
| Series D Convertible Preferred Stock | (5) | (6) | $0.0005 Par Value Common Stock | 8,351,754 | (7) | D(2)(3)(4) | |
| Series E Convertible Preferred Stock | (5) | (6) | $0.0005 Par Value Common Stock | 4,601,404 | (8) | D(1)(3)(4) | |
| Preferred Stock Warrant | (5) | (9) | Series E Convertible Preferred Stock | 876,262 | $0.7023 | D(1)(3)(4) | |
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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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The Class A Common Stock Warrants, Class B Common Stock Warrants, Series E Convertible Preferred Stock, and Preferred Stock Warrants of the Issuer to which this form relates are held directly by Laminar Direct Capital, L.L.C. ("LDC"). |
| 2. The Series D Convertible Preferred Stock of the Issuer to which this form relates are held directly by D. E. Shaw Composite Side Pocket 5, L.L.C. ("Composite"). |
| 3. D. E. Shaw & Co., L.P. ("DESCO LP"), as investment adviser to Composite and investment adviser and managing member of LDC; D. E. Shaw & Co., L.L.C. ("DESCO LLC"), as manager of Composite; and Mr. David E. Shaw ("David E. Shaw") (as president and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of DESCO LP, and as president and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of DESCO LLC) may be deemed to be the beneficial owners of all, or certain of, the securities reported in this Form 3 for the purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. (Cont'd in FN 4) |
| 4. In accordance with instruction 5(b)(iv), the entire number of shares of Common Stock of the Issuer that may be deemed to be beneficially owned by DESCO LP or DESCO LLC is reported herein. Each of DESCO LP, DESCO LLC, and David E. Shaw disclaims any beneficial ownership of any security listed in this Form 3, except to the extent of any pecuniary interest therein. |
| 5. Immediately. |
| 6. N/A |
| 7. Each outstanding share of the Issuer's Series D Convertible Preferred Stock will automatically convert 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. |
| 8. Each outstanding share of the Issuer's Series E Convertible Preferred Stock will automatically convert 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. |
| 9. The Preferred Stock Warrants will expire upon the closing of the initial public offering of the Issuer's Common Stock. To the extent the warrants are exercised prior to such time, each outstanding share of the Issuer's Series E Convertible Preferred Stock will automatically convert 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. |
| Remarks: |
| This Form 3A is being filed to restate the securities of the Issuer beneficially owned by the reporting persons and discloses all such securities beneficially owned by the reporting persons as of March 30, 2010. The original Form 3 reported the reporting persons' post-closing beneficial ownership. |
| D. E. Shaw Composite Side Pocket Series 5, L.L.C. By: /s/Rochelle Elias, Authorized Signatory | 04/01/2010 | |
| Laminar Direct Capital, L.L.C. By: /s/Rochelle Elias, Authorized Signatory | 04/01/2010 | |
| D. E. Shaw & Co., L.P. By: /s/Rochelle Elias, Chief Compliance Officer | 04/01/2010 | |
| D. E. Shaw & Co., L.L.C. By: /s/Rochelle Elias, Authorized Signatory | 04/01/2010 | |
| David E. Shaw By: /s/Rochelle Elias, Attorney-in-Fact for David E. Shaw | 04/01/2010 | |
| ** 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 5 (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. | ||