Statement of Changes in Beneficial Ownership (4)
July 10 2015 - 7:53PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
BASTANI BAMI
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2. Issuer Name
and
Ticker or Trading Symbol
MERU NETWORKS INC
[
MERU
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President & CEO
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(Last)
(First)
(Middle)
894 ROSS DR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/8/2015
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(Street)
SUNNYVALE, CA 94089
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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7/8/2015
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A
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V
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925
(1)
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A
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$1.2155
(2)
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95160
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D
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Common Stock
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7/8/2015
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M
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17500
(3)
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A
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$0.00
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112660
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D
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Common Stock
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7/8/2015
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M
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41666
(3)
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A
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$0.00
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154326
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D
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Common Stock
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7/8/2015
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M
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75000
(3)
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A
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$0.00
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229326
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D
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Common Stock
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7/8/2015
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F
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9131
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D
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$0.00
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220195
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D
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Common Stock
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7/8/2015
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F
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21366
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D
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$0.00
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198829
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D
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Common Stock
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7/8/2015
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F
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38714
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D
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$0.00
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160115
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D
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Common Stock
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7/8/2015
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M
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12500
(4)
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A
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$0.00
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172615
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D
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Common Stock
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7/8/2015
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M
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12500
(4)
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A
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$0.00
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185115
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D
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Common Stock
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7/8/2015
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F
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6522
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D
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$0.00
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178593
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D
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Common Stock
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7/8/2015
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F
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6522
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D
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$0.00
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172071
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D
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Common Stock
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7/8/2015
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U
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94235
(5)
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D
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$1.63
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77836
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
(6)
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$0.00
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7/8/2015
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M
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17500
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(3)
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2/7/2023
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Common Stock
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17500
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$0.00
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0
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D
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Restricted Stock Units
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$0.00
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7/8/2015
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M
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41666
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(3)
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1/29/2024
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Common Stock
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41666
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$0.00
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0
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D
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Restricted Stock Units
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$0.00
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7/8/2015
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M
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75000
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(3)
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2/11/2025
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Common Stock
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75000
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$0.00
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0
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D
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Restricted Stock Units
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$0.00
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7/8/2015
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M
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12500
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(4)
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2/11/2025
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Common Stock
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12500
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$0.00
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25000
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D
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Restricted Stock Units
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$0.00
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7/8/2015
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M
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12500
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(4)
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2/11/2025
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Common Stock
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12500
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$0.00
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25000
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D
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Restricted Stock Units
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$0.00
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7/8/2015
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D
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31250
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(7)
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1/29/2024
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Common Stock
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31250
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$0.00
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0
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D
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Restricted Stock Units
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$0.00
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7/8/2015
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D
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31250
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(7)
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1/29/2024
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Common Stock
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31250
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$0.00
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0
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D
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Explanation of Responses:
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(
1)
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Represents shares of common stock acquired pursuant to the Meru Networks Inc. Employee Stock Purchase Plan. This transaction is exempt under Rule 16b-3(c).
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(
2)
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In 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.
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(
3)
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Restricted 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.
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(
4)
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The 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.
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(
5)
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94,235 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.
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(
6)
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Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of common stock of the issuer upon vesting.
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(
7)
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RSUs terminated and canceled by agreement effective as of immediately prior to the consummation of the Merger.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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BASTANI BAMI
894 ROSS DR
SUNNYVALE, CA 94089
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X
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President & CEO
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Signatures
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/s/ Mark Liu, Attorney-in-fact
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7/10/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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