SEC Form 4 · accession 0001209191-15-060565
MERU NETWORKS INC · MERU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark Liu
Officer — General Counsel
Period of report
Jul 8, 2015
Accepted (ET)
Jul 10, 2015 · 8:12 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 | 1,500 | $1.2155 | A | 43,903 | D | |
| Common StockF3 | Jul 8, 2015 | A | 1,667 | $0.00 | A | 45,570 | D | |
| Common StockF3 | Jul 8, 2015 | A | 1,666 | $0.00 | A | 47,236 | D | |
| Common StockF4 | Jul 8, 2015 | U | 42,403 | $1.63 | D | 4,833 | 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 UnitsF5,F3 | $0.00 | Jul 8, 2015 | M | 1,667 | D | — | Feb 11, 2025 | Common Stock | 1,667 | 3,333 | D |
| Restricted Stock UnitsF3 | $0.00 | Jul 8, 2015 | M | 1,666 | D | — | Feb 11, 2025 | Common Stock | 1,666 | 3,334 | 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.
- F3The 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.
- F442,403 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 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..
- F5Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of common stock of the issuer upon vesting.