SEC Form 4 · accession 0001209191-15-060560
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
Jul 8, 2015
Accepted (ET)
Jul 10, 2015 · 7:52 pm EDT
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 StockF1,F2 | Jul 8, 2015 | A | 925 | $1.2155 | A | 95,160 | D | |
| Common StockF3 | Jul 8, 2015 | M | 17,500 | $0.00 | A | 112,660 | D | |
| Common StockF3 | Jul 8, 2015 | M | 41,666 | $0.00 | A | 154,326 | D | |
| Common StockF3 | Jul 8, 2015 | M | 75,000 | $0.00 | A | 229,326 | D | |
| Common Stock | Jul 8, 2015 | F | 9,131 | $0.00 | D | 220,195 | D | |
| Common Stock | Jul 8, 2015 | F | 21,366 | $0.00 | D | 198,829 | D | |
| Common Stock | Jul 8, 2015 | F | 38,714 | $0.00 | D | 160,115 | D | |
| Common StockF4 | Jul 8, 2015 | M | 12,500 | $0.00 | A | 172,615 | D | |
| Common StockF4 | Jul 8, 2015 | M | 12,500 | $0.00 | A | 185,115 | D | |
| Common Stock | Jul 8, 2015 | F | 6,522 | $0.00 | D | 178,593 | D | |
| Common Stock | Jul 8, 2015 | F | 6,522 | $0.00 | D | 172,071 | D | |
| Common StockF5 | Jul 8, 2015 | U | 94,235 | $1.63 | D | 77,836 | 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 UnitsF6,F3 | $0.00 | Jul 8, 2015 | M | 17,500 | D | — | Feb 7, 2023 | Common Stock | 17,500 | 0 | D |
| Restricted Stock UnitsF3 | $0.00 | Jul 8, 2015 | M | 41,666 | D | — | Jan 29, 2024 | Common Stock | 41,666 | 0 | D |
| Restricted Stock UnitsF3 | $0.00 | Jul 8, 2015 | M | 75,000 | D | — | Feb 11, 2025 | Common Stock | 75,000 | 0 | D |
| Restricted Stock UnitsF4 | $0.00 | Jul 8, 2015 | M | 12,500 | D | — | Feb 11, 2025 | Common Stock | 12,500 | 25,000 | D |
| Restricted Stock UnitsF4 | $0.00 | Jul 8, 2015 | M | 12,500 | D | — | Feb 11, 2025 | Common Stock | 12,500 | 25,000 | D |
| Restricted Stock UnitsF7 | $0.00 | Jul 8, 2015 | D | 31,250 | D | — | Jan 29, 2024 | Common Stock | 31,250 | 0 | D |
| Restricted Stock UnitsF7 | $0.00 | Jul 8, 2015 | D | 31,250 | D | — | Jan 29, 2024 | Common Stock | 31,250 | 0 | D |
Explanation of responses
- F1Represents shares of common stock acquired pursuant to the Meru Networks Inc. Employee Stock Purchase Plan. This transaction is exempt under Rule 16b-3(c).
- F2In accordance with the ESPP, these shares were purchased based on 85% of the closing price of the issuer's common stock on May 15, 2015.
- F3Restricted Stock Units (RSU) became fully vested and were settled for shares of Meru Networks Common Stock immediately prior to the consummation of the Merger of Meru Networks and Merger Sub (the "Merger") pursuant to the Agreement and Plan of Merger, dated as of May 27, 2015, by and among Fortinet, Inc., ("Parent"), Malbrouck Acquisition Corp., a wholly-owned subsidiary of Parent ("Merger Sub"), and Meru Networks, Inc.
- F4The vesting of these RSUs accelerated and became vested pursuant to the terms of the RSU award and were settled for shares of Common Stock immediately prior to the consummation of the Merger.
- F594,235 shares were tendered in exchange for $1.63 per share, without interest, and subject to deduction for any applicable withholding taxes, pursuant to the Merger.
- F6Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of common stock of the issuer upon vesting.
- F7RSUs terminated and canceled by agreement effective as of immediately prior to the consummation of the Merger.