Sec Form 4 Filing - BASTANI BAMI @ MERU NETWORKS INC - 2015-01-29

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 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(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BASTANI BAMI 2. Issuer Name and Ticker or Trading Symbol MERU NETWORKS INC [ MERU] 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 (Last) (First) (Middle) 894 ROSS DR 3. Date of Earliest Transaction (MM/DD/YY) 01/29/2015 (Street) SUNNYVALE, CA94089 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 01/29/2015 M 20,834 A $ 0 77,024 D Common Stock 01/29/2015 F 11,975 ( 1 ) D $ 3.23 65,049 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Restricted Stock Units ( 2 ) $ 0 01/29/2015 D 20,834 ( 3 ) 01/29/2024 Common Stock 20,834 $ 0 41,666 D Restricted Stock Units ( 2 ) $ 0 02/11/2015 A 75,000 ( 4 ) 02/11/2025 Common Stock 75,000 $ 0 75,000 D Restricted Stock Units ( 2 ) $ 0 02/11/2015 A 37,500 ( 5 ) 02/11/2025 Common Stock 37,500 $ 0 37,500 D Restricted Stock Units ( 2 ) $ 0 02/11/2015 A 37,500 ( 6 ) 02/11/2025 Common Stock 37,500 $ 0 37,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BASTANI BAMI 894 ROSS DR SUNNYVALE, CA94089 X President & CEO Signatures /s/ Mark Liu, Attorney-in-fact 02/13/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares withheld for payment of taxes for vesting of RSUs in accordance with Rule 16b-3 previously reported on Form 4. ( 2 )Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of common stock of the issuer upon vesting. ( 3 )The RSUs will vest in three equal annual installments such that 100% of the RSUs will be fully vested on January 29, 2017. The RSU is subject to the change of control provisions described in the applicable change of control agreement. ( 4 )The RSUs will vest in three equal annual installments such that 100% of the RSUs will be fully vested on February 11, 2018. The RSU is subject to the change of control provisions described in the applicable change of control agreement. ( 5 )The RSUs shall be earned in full upon the Company's achievement, during 2015, 2016 or 2017, of equaling or exceeding the market growth rate for Company revenues during any such calendar year as reported by Dell'Oro, and in the absence of a report by Dell'Oro (or its equivalent), 15%. The RSUs are subject to acceleration and will be fully vested upon certain change of control conditions being met in the event of a change of control of the Company. ( 6 )The RSUs shall be earned in full upon the Company's achievement, during 2015, 2016 or 2017, of two consecutive quarters of non-GAAP profitability, as adjusted for cash equivalent of bonus payments made in the form of RSU's. The RSUs are subject to acceleration and will be fully vested upon certain change of control conditions being met in the event of a change of control of the Company.

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).

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