Meru Networks
MERU NETWORKS INC (Form: 4, Received: 04/07/2010 19:58:53)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

D. E. Shaw Composite Side Pocket Series 5, L.L.C.
2. Issuer Name and Ticker or Trading Symbol

MERU NETWORKS INC [ MERU ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
See Footnotes 1, 2, and 3.
(Last)          (First)          (Middle)

120 WEST FORTY-FIFTH STREET, 39TH FLOOR, 
3. Date of Earliest Transaction (MM/DD/YYYY)

4/5/2010
(Street)

NEW YORK, NY 10036
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   4/5/2010     C    952018   A   (4) 952018   D   (1) (2) (3)  
Common Stock   4/5/2010     C    412948   A   (5) 1364966   D   (1) (2) (3)  
Common Stock   4/5/2010     C    46536   A   (5) 1411502   D   (1) (2) (3)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series D Convertible Preferred Stock     (4) 4/5/2010     C         8351754      (6)   (7) Common Stock   952018     (4) 0   D   (2) (3) (8)  
Series E Convertible Preferred Stock     (5) 4/5/2010     C         4601404      (6)   (7) Common Stock   412948     (5) 0   D   (2) (3) (9)  
Preferred Stock Warrant   $0.7023   4/5/2010     X         876262      (6)   (7) Series E Convertible Preferred Stock   518558   (10)   (5) 0   D   (2) (3) (9)  
Series E Convertible Preferred Stock   $0.7023   4/5/2010     X      518558   (10)        (6)   (7) Common Stock   46536     (5) 0   D   (2) (3) (9)  
Series E Convertible Preferred Stock     (5) 4/5/2010     C         518558      (6)   (7) Common Stock   46536     (5) 0   D   (2) (3) (9)  

Explanation of Responses:
( 1)  952,018 shares of the Issuer's Common Stock are held directly by D. E. Shaw Composite Side Pocket 5, L.L.C. ("Composite") and 459,484 shares of the Issuer's Common Stock are held directly by Laminar Direct Capital, L.L.C. ("LDC").
( 2)  D. E. Shaw & Co., L.P. ("DESCO LP"), as investment adviser to Composite and investment adviser and managing member of LDC; D. E. Shaw & Co., L.L.C. ("DESCO LLC"), as manager of Composite; and Mr. David E. Shaw ("David E. Shaw") (as president and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of DESCO LP, and as president and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of DESCO LLC) may be deemed to be the beneficial owners of all, or certain of, the securities reported in this Form 4 for the purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. (Cont'd in FN 3)
( 3)  In accordance with instruction 4(b)(iv), the entire number of shares of Common Stock of the Issuer that may be deemed to be beneficially owned by DESCO LP or DESCO LLC was previously reported. None of DESCO LP, DESCO LLC, or David E. Shaw owns any shares of Common Stock directly, and each disclaims beneficial ownership of any of the securities reported, except to the extent of any pecuniary interest therein.
( 4)  Each outstanding share of the Issuer's Series D Convertible Preferred Stock automatically converted into approximately 0.11399 shares of the Issuer's Common Stock upon the closing of the initial public offering of the Issuer's Common Stock.
( 5)  Each outstanding share of the Issuer's Series E Convertible Preferred Stock automatically converted into approximately 0.08974 shares of the Issuer's Common Stock upon the closing of the initial public offering of the Issuer's Common Stock.
( 6)  Immediately.
( 7)  N/A.
( 8)  The Series D Convertible Preferred Stock of the Issuer to which this form relates were held directly by Composite.
( 9)  The Series E Convertible Preferred Stock and Preferred Stock Warrants of the Issuer to which this form relates were held directly by LDC.
( 10)  Represents the net number of the Issuer's Series E Convertible Preferred Stock issued in a cashless exercise of the Preferred Stock Warrants after the exclusion of shares representing the exercise price.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
D. E. Shaw Composite Side Pocket Series 5, L.L.C.
120 WEST FORTY-FIFTH STREET, 39TH FLOOR
NEW YORK, NY 10036

X
See Footnotes 1, 2, and 3.
Laminar Direct Capital, L.L.C.
120 WEST FORTY-FIFTH STREET
39TH FLOOR
NEW YORK, NY 10036

X
See Footnotes 1, 2, and 3.
D. E. SHAW & CO, L.P.
120 WEST FORTY-FIFTH STREET
39TH FLOOR
NEW YORK, NY 10036

X
See Footnotes 1, 2, and 3.
D. E. SHAW & CO, L.L.C.
120 WEST FORTY-FIFTH STREET
39TH FLOOR
NEW YORK, NY 10036

X
See Footnotes 1, 2, and 3.
SHAW DAVID E
120 WEST FORTY-FIFTH STREET
39TH FLOOR
NEW YORK, NY 10036

X
See Footnotes 1, 2, and 3.

Signatures
D. E. Shaw Composite Side Pocket Series 5, L.L.C. By: /s/Rochelle Elias, Authorized Signatory 4/7/2010
** Signature of Reporting Person Date

Laminar Direct Capital, L.L.C. By: /s/Rochelle Elias, Authorized Signatory 4/7/2010
** Signature of Reporting Person Date

D. E. Shaw & Co., L.P. By: /s/Rochelle Elias, Chief Compliance Officer 4/7/2010
** Signature of Reporting Person Date

D. E. Shaw & Co., L.L.C. By: /s/Rochelle Elias, Authorized Signatory 4/7/2010
** Signature of Reporting Person Date

David E. Shaw By: /s/Rochelle Elias, Attorney-in-Fact for David E. Shaw 4/7/2010
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** 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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