SEC Form 4 · accession 0001209191-15-013977
MERU NETWORKS INC · MERU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Larry Vaughan
Officer — SVP of WW Sales, SRVC & SUPT
Period of report
Feb 11, 2015
Accepted (ET)
Feb 13, 2015 · 9:55 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001167294
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2 | $0.00 | Feb 11, 2015 | A | 25,000 | A | — | Feb 11, 2025 | Common Stock | 25,000 | 25,000 | D |
| Restricted Stock UnitsF1,F3 | $0.00 | Feb 11, 2015 | A | 12,500 | A | — | Feb 11, 2025 | Common Stock | 12,500 | 12,500 | D |
| Restricted Stock UnitsF1,F4 | $0.00 | Feb 11, 2015 | A | 12,500 | A | — | Feb 11, 2025 | Common Stock | 12,500 | 12,500 | D |
Explanation of responses
- F1Each Restricted Stock Unit (RSU) represents a contingent right to receive on share of common stock of the issuer upon vesting.
- F2The 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.
- F3The 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.
- F4The RSUs shall be earned in full upon the Company's achievement, during 2015, 2016 or 2017, of two consecutive quarter of non-GAAP profitability, as adjusted for cash equivalent of bonus payments made in the form of RSUs. 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.