The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (the “Amendment No. 1”). The Amendment No. 1 amends the Schedule 13D as specifically set forth.
Item 1. Security and Issuer.
This statement relates to common shares, par value $0.0005 (the “Shares”) of Meru Networks, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 894 Ross Drive, Sunnyvale, California 94089.
Item 2. Identity and Background.
Item 2 is hereby amended and restated in its entirely as follows:
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(a)
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This statement is filed by Castle Union Partners, L.P. (“CUP”), a Delaware limited partnership, Castle Union Partners II, L.P. (“CUP II”), a Delaware limited partnership, Castle Union LLC (“CU”), an Illinois limited liability company (collectively the “Reporting Persons”), Toan Tran, and Stephen White. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons”.
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(b)
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The address of the principal office of each of the Reporting Persons is 676 N. Michigan Ave, Suite 3605, Chicago, Illinois 60611.
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(c)
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The principal business of CUP and CUP II is investing in securities. The principal business of CU is acting as the general partner of CUP and CUP II. The principal occupation of Toan Tran is serving as the co-managing member of CU. The principal occupation of Stephen White is serving as co-managing member of CU.
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(d)
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No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e)
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No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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(f)
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CUP and CUP II are organized under the laws of the State of Delaware. CU is organized under the laws of the State of Illinois. Messrs. Tran and White are citizens of the United States of America.
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Item 3. Source or Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated in its entirely as follows:
The aggregate purchase price of the 1,673,301 Shares owned by CUP is approximately $6,338,117.57. 1,158,703 of the Shares beneficially owned by CUP II were acquired as the result of a capital contribution from the limited partners of CUP, as set forth in Schedule A and incorporated by reference herein. The source of funding for these Shares was the general working capital of CUP and CUP II.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirely as follows:
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(a)
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The aggregate percentage of Shares reported owned by each person named herein is based upon 23,589,000 shares of Common Stock outstanding as of July 24, 2014, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 31, 2014.
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As of the close of business on September 26, 2014, CUP beneficially owns 277,555 Shares, constituting approximately 1.2% of the Shares outstanding. As of the close of business on September 26, 2014, CUP II beneficially owns 1,395,746 Shares, constituting approximately 5.9% of the Shares outstanding. Because of their relationships with CUP and CUP II, as discussed in further detail in Item 2, each of CU and Messrs. Tran and White may be deemed to beneficially own the Shares beneficially owned by CUP and CUP II.
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(b)
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CUP, CUP II, CU, and Messrs. Tran and White share the power to vote and dispose of Shares beneficially owned by CUP and CUP II.
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(c)
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Schedule A annexed hereto lists all transactions in the Shares during the past sixty days by the Reporting Persons. All of such transactions were effected in the open market, except as otherwise noted.
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(d)
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No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 is hereby amended and restated in its entirely as follows:
On September 26, 2014, CUP, CUP II, CU, and Messrs. Tran and White entered into a Joint Filing Agreement (the “Joint Filing Agreement”) in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached as an exhibit hereto and is incorporated herein by reference.
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
Item 7. Material to Be Filed as Exhibits.
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99.1
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Letter to Meru Board of Directors dated September 26, 2014.
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99.2
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Joint Filing Agreement by and among Castle Union Partners, L.P., Castle Union Partners II, L.P., Castle Union LLC, Toan Tran, and Stephen White, dated September 26. 2014.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Castle Union Partners, L.P.
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Toan Tran
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Title
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September 26, 2014
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Date
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Castle Union Partners II, L.P.
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/s/ Toan Tran
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Toan Tran
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Co-Managing Member
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Title
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September 26, 2014
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Castle Union LLC
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/s/ Toan Tran
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Toan Tran
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Co-Managing Member
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Title
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September 26, 2014
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Date
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Toan Tran
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/s/ Toan Tran
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September 26, 2014
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Stephen White
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/s/ Stephen White
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September 26, 2014
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