SEC Form 4 · accession 0001209191-15-060562
MERU NETWORKS INC · MERU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ajay Malik
Officer — SVP, Worldwide Engineering
Period of report
Jul 8, 2015
Accepted (ET)
Jul 10, 2015 · 7:59 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 | Jul 8, 2015 | M | 80,000 | $0.00 | A | 116,846 | D | |
| Common StockF1 | Jul 8, 2015 | M | 16,000 | $0.00 | A | 132,846 | D | |
| Common StockF1 | Jul 8, 2015 | M | 50,000 | $0.00 | A | 182,846 | D | |
| Common StockF1 | Jul 8, 2015 | M | 28,000 | $0.00 | A | 210,846 | D | |
| Common Stock | Jul 8, 2015 | F | 29,344 | $1.62 | D | 181,502 | D | |
| Common Stock | Jul 8, 2015 | F | 6,012 | $1.62 | D | 175,490 | D | |
| Common Stock | Jul 8, 2015 | F | 18,763 | $1.62 | D | 156,727 | D | |
| Common Stock | Jul 8, 2015 | F | 10,522 | $1.62 | D | 146,205 | D | |
| Common StockF2 | Jul 8, 2015 | M | 4,667 | $0.00 | A | 150,872 | D | |
| Common StockF2 | Jul 8, 2015 | M | 4,666 | $0.00 | A | 155,538 | D | |
| Common Stock | Jul 8, 2015 | F | 1,753 | $1.62 | D | 153,785 | D | |
| Common Stock | Jul 8, 2015 | F | 1,753 | $1.62 | D | 152,032 | D | |
| Common StockF3 | Jul 8, 2015 | U | 36,846 | $1.63 | D | 115,186 | 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 UnitsF4,F1 | $0.00 | Jul 8, 2015 | M | 80,000 | D | — | Sep 9, 2023 | Common Stock | 80,000 | 0 | D |
| Restricted Stock UnitsF1 | $0.00 | Jul 8, 2015 | M | 16,000 | D | — | Jan 29, 2024 | Common Stock | 16,000 | 0 | D |
| Restricted Stock UnitsF1 | $0.00 | Jul 8, 2015 | M | 50,000 | D | — | Sep 18, 2024 | Common Stock | 50,000 | 0 | D |
| Restricted Stock UnitsF1 | $0.00 | Jul 8, 2015 | M | 28,000 | D | — | Feb 11, 2025 | Common Stock | 28,000 | 0 | D |
| Restricted Stock UnitsF2 | $0.00 | Jul 8, 2015 | M | 4,667 | D | — | Feb 11, 2025 | Common Stock | 4,667 | 9,333 | D |
| Restricted Stock UnitsF2 | $0.00 | Jul 8, 2015 | M | 4,666 | D | — | Feb 11, 2025 | Common Stock | 4,666 | 9,334 | D |
Explanation of responses
- F1Restricted 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.
- F2The 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.
- F336,846 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.
- F4Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of common stock of the issuer upon vesting.