FORM 4
[ X ] 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 *

DHALIWAL SUNIL 		2. Issuer Name and Ticker or Trading Symbol

MRU HOLDINGS INC [ UNCL ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O BATTERY VENTURES VII, LLC, 930 WINTER STREET, SUITE 2500 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/31/2006
(Street)

WALTHAM, MA 02451
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

_ X _ Form filed by One Reporting Person
___ 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   11/2/2007     P    850000   A $4.98   850000   I   By Battery Partners VII, LLC   (1)

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 B Convertible Preferred Stock   $3.80   12/31/2006     J     208291   (2)        (3)   (3) Common Stock   208291   $0   4155660   I   By Battery Partners VII, LLC   (1)
Series B Convertible Preferred Stock   $3.80   6/15/2007     J     112716   (2)        (3)   (3) Common Stock   112716   $0   4268376   I   By Battery Partners VII, LLC   (1)
Series B Convertible Preferred Stock   $3.80   12/31/2007     J     139628   (2)        (3)   (3) Common Stock   139628   $0   4408004   (4) I   By Battery Partners VII, LLC   (1)
Series B-2 Convertible Preferred Stock     (3) 6/30/2008     P     2197109         (5)   (5) Common Stock   2197109   $2.25   2197109   I   By Battery Partners VII, LLC   (1)
Warrants to purchase   $2.25   6/30/2008     P     659132       9/30/2008   6/29/2013   Common Stock   659132   $.0375   659132   I   By Battery Partners VII, LLC   (1)
Warrants to purchase   $2.25   7/10/2008     P     1111110         (6) 7/9/2013   Common Stock   1111110   $0   1111110   I   By Battery Partners VII, LLC   (1)

Explanation of Responses:
( 1)  The reporting person disclaims beneficial ownership of the securities reported herein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or for any other purpose. Effective November 25, 2008, the reporting person resigned from his position as a director of the Issuer.
( 2)  The reported shares were received as a payment-in-kind stock dividend pursuant to the terms of the Amended and Restated Certificate of Incorporation of MRU Holdings, Inc.
( 3)  The Series B Convertible Preferred shares became convertible upon issuance and have no expiration date.
( 4)  Pursuant to the anti-dilution provisions of the Series B Convertible Preferred Stock, the number of shares of common stock into which the Series B Convertible Preferred shares are convertible has been adjusted. The shares are currently convertible into 4,522,673 shares of common stock at $3.704 per share.
( 5)  Effective September 30, 2008, the Series B-2 Convertible Preferred shares are convertible at any time on a one-for-one basis, and have no expiration date.
( 6)  The warrants are exercisable at any time.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DHALIWAL SUNIL
C/O BATTERY VENTURES VII, LLC
930 WINTER STREET, SUITE 2500
WALTHAM, MA 02451 		X



Signatures
/s/Christopher Schiavo, Attorney-in-Fact 11/25/2008
** 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).
Note: 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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