SEC Form 4 · accession 0001209191-15-013959
MERU NETWORKS INC · MERU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bami Bastani
Officer — President & CEO · Director
Period of report
Jan 29, 2015
Accepted (ET)
Feb 13, 2015 · 9:32 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001167294
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jan 29, 2015 | M | 20,834 | $0.00 | A | 77,024 | D | |
| Common StockF1 | Jan 29, 2015 | F | 11,975 | $3.23 | D | 65,049 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F3 | $0.00 | Jan 29, 2015 | D | 20,834 | D | — | Jan 29, 2024 | Common Stock | 20,834 | 41,666 | D |
| Restricted Stock UnitsF2,F4 | $0.00 | Feb 11, 2015 | A | 75,000 | A | — | Feb 11, 2025 | Common Stock | 75,000 | 75,000 | D |
| Restricted Stock UnitsF2,F5 | $0.00 | Feb 11, 2015 | A | 37,500 | A | — | Feb 11, 2025 | Common Stock | 37,500 | 37,500 | D |
| Restricted Stock UnitsF2,F6 | $0.00 | Feb 11, 2015 | A | 37,500 | A | — | Feb 11, 2025 | Common Stock | 37,500 | 37,500 | D |
Explanation of responses
- F1Shares withheld for payment of taxes for vesting of RSUs in accordance with Rule 16b-3 previously reported on Form 4.
- F2Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of common stock of the issuer upon vesting.
- F3The RSUs will vest in three equal annual installments such that 100% of the RSUs will be fully vested on January 29, 2017. The RSU is subject to the change of control provisions described in the applicable change of control agreement.
- F4The RSUs will vest in three equal annual installments such that 100% of the RSUs will be fully vested on February 11, 2018. The RSU is subject to the change of control provisions described in the applicable change of control agreement.
- F5The RSUs shall be earned in full upon the Company's achievement, during 2015, 2016 or 2017, of equaling or exceeding the market growth rate for Company revenues during any such calendar year as reported by Dell'Oro, and in the absence of a report by Dell'Oro (or its equivalent), 15%. The RSUs are subject to acceleration and will be fully vested upon certain change of control conditions being met in the event of a change of control of the Company.
- F6The RSUs shall be earned in full upon the Company's achievement, during 2015, 2016 or 2017, of two consecutive quarters of non-GAAP profitability, as adjusted for cash equivalent of bonus payments made in the form of RSU's. The RSUs are subject to acceleration and will be fully vested upon certain change of control conditions being met in the event of a change of control of the Company.