- Amended Statement of Ownership (SC 13G/A)
February 14 2012 - 4:47PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Meru Networks, Inc.
(Name of Issuer)
Common Stock, par value $0.0005
(Title of Class of Securities)
59047Q103
(CUSIP Number)
December 31, 2011
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
* The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP No. 59047Q103
1.
|
Names of Reporting Persons
|
|
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
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Adam Benowitz
|
|
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2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
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(a)
¨
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(b)
¨
|
|
|
3.
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SEC Use Only
|
|
|
4.
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Citizenship or Place of Organization
|
|
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United States
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NUMBER OF
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5. SOLE VOTING POWER
|
0
|
|
SHARES
BENEFICIALLY
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6. SHARED VOTING POWER
|
0
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|
OWNED BY EACH
REPORTING
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7. SOLE DISPOSITIVE POWER
|
0
|
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PERSON WITH:
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8. SHARED DISPOSITIVE POWER
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0
|
|
9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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0
|
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨
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11.
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Percent of Class Represented by Amount in Row (9)
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|
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0%
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12.
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Type of Reporting Person (See Instructions)
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IN
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CUSIP No. 59047Q103
1.
|
Names of Reporting Persons
|
|
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
|
Vision Capital Advisors, LLC
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
|
(a)
¨
|
|
(b)
¨
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place of Organization
|
|
|
|
Delaware
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NUMBER OF
|
5. SOLE VOTING POWER
|
0
|
|
SHARES
BENEFICIALLY
|
6. SHARED VOTING POWER
|
0
|
|
OWNED BY EACH
REPORTING
|
7. SOLE DISPOSITIVE POWER
|
0
|
|
PERSON WITH:
|
8. SHARED DISPOSITIVE POWER
|
0
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
|
|
0
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
|
|
|
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0%
|
|
|
12.
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Type of Reporting Person (See Instructions)
|
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IA
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CUSIP No. 59047Q103
1.
|
Names of Reporting Persons
|
|
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
|
Vision Opportunity Master Fund, Ltd.
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|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
|
(a)
¨
|
|
(b)
¨
|
|
|
3.
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SEC Use Only
|
|
|
4.
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Citizenship or Place of Organization
|
|
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Cayman Islands
|
NUMBER OF
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5. SOLE VOTING POWER
|
0
|
|
SHARES
BENEFICIALLY
|
6. SHARED VOTING POWER
|
0
|
|
OWNED BY EACH
REPORTING
|
7. SOLE DISPOSITIVE POWER
|
0
|
|
PERSON WITH:
|
8. SHARED DISPOSITIVE POWER
|
0
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
|
|
0
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
|
|
|
|
0%
|
|
|
12.
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Type of Reporting Person (See Instructions)
|
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|
CO
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Item 1.
|
(a)
|
The name of the issuer is Meru Networks, Inc. (the “
Issuer
”).
|
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(b)
|
The principal executive offices of the Issuer are located at 894 Ross Drive, Sunnyvale, California
94089.
|
Item 2.
|
(a)
|
This Statement is being filed by (i) Vision Opportunity Master Fund, Ltd., a Cayman Islands company
(the “
Master Fund
”), (ii) Vision Capital Advisors, LLC, a Delaware limited liability company (the “
Investment
Manager
”), and (iii) Adam Benowitz, the Managing Member of the Investment Manager (all of the foregoing, collectively,
the “
Filers
”). The Master Fund is a private investment vehicle engaged in investing and trading in a wide variety
of securities and financial instruments for its own account. The Master Fund directly beneficially own all of the shares reported
in this Statement. Mr. Benowitz and the Investment Manager may be deemed to share with the Master Fund voting and dispositive power
with respect to such shares. Each Filer disclaims beneficial ownership with respect to any shares other than those beneficially
owned directly by such Filer.
|
|
(b)
|
The principal business office of the Master Fund is:
|
c/o Ogier Fiduciary Services (Cayman) Limited
P.O. Box 1234
113 South Church Street
Queensgate House
Grand Cayman KY1-1108
Cayman Islands
The principal business office of
each of the Investment Manager and Mr. Benowitz is:
20 West 55th Street, 5th Floor
New York, New York 10019
USA
|
(c)
|
For citizenship information see Item 4 of the cover page of each Filer.
|
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(d)
|
This Statement relates to the Common Stock, par value $0.0005 per share, of the Issuer (the “
Common
Stock
”).
|
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(e)
|
The CUSIP Number of the Common Stock is listed on the cover page of each Filer.
|
Item 3. If this statement is filed pursuant
to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
|
¨
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
(b)
|
¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
(c)
|
¨
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
(d)
|
¨
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
(e)
|
¨
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An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
|
(f)
|
¨
|
An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
|
(g)
|
¨
|
A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
|
(h)
|
¨
|
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
(i)
|
¨
|
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
(j)
|
¨
|
Group, in accordance with 240.13d-1(b)(1)(ii)(J).
|
Item 4. Ownership.
See Items 5-9 and 11 on the cover page for
each Filer, and Item 2, which information is given as of December 31, 2011.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to
report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following:
S
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
|
(b)
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred
to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having
that purpose or effect.
|
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.
Dated: February 14, 2012
|
ADAM BENOWITZ
|
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VISION CAPITAL ADVISORS, LLC
|
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VISION OPPORTUNITY MASTER FUND, LTD.
|
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By:
|
/s/ Adam Benowitz
|
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Adam Benowitz, for himself, as Managing Member of the
Investment Manager and as a Director of the Master Fund
|
|
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