SEC Form 4 · accession 0000899243-16-029307
Imprivata Inc · IMPR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher A Shaw
Officer — SVP and General Manager
Period of report
Sep 16, 2016
Accepted (ET)
Sep 20, 2016 · 6:11 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001328015
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Sep 16, 2016 | D | 219,280 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F4 | $7.98 | Sep 16, 2016 | U | 20,000 | D | Sep 16, 2016 | Sep 30, 2021 | Common Stock | 20,000 | 0 | D |
| Stock Option (Right to Buy)F4 | $13.55 | Sep 16, 2016 | U | 29,640 | D | Sep 16, 2016 | Sep 30, 2021 | Common Stock | 29,640 | 0 | D |
| Stock Option (Right to Buy)F5 | $13.55 | Sep 16, 2016 | U | 360 | D | Sep 16, 2016 | Sep 30, 2021 | Common Stock | 360 | 0 | D |
| Stock Option (Right to Buy)F4 | $11.52 | Sep 16, 2016 | U | 8,142 | D | Sep 16, 2016 | Sep 30, 2021 | Common Stock | 8,142 | 0 | D |
| Stock Option (Right to Buy)F5 | $11.52 | Sep 16, 2016 | U | 31,858 | D | Sep 16, 2016 | Sep 30, 2021 | Common Stock | 31,858 | 0 | D |
| Stock Option (Right to Buy)F3 | $1.40 | Sep 16, 2016 | U | 26,666 | D | Sep 16, 2016 | Sep 30, 2021 | Common Stock | 26,666 | 0 | D |
| Stock Option (Right to Buy)F6 | $3.15 | Sep 16, 2016 | U | 10,000 | D | Sep 16, 2016 | Sep 30, 2021 | Common Stock | 10,000 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger between the Issuer, Project Brady Merger Sub, Inc. and Project Brady Holding, LLC (the "Merger Agreement"), whereby, at the effective time of the merger contemplated therein (the "Effective Time"), all issued and outstanding shares of the Issuer's common stock were converted into the right to receive $19.25 per share in cash and, when so converted, automatically cancelled.
- F2Pursuant to the terms of the Agreement and Plan of Merger by and among Imprivata, Inc., Project Brady Merger Sub, Inc., and Project Brady Holdings, LLC, dated July 13, 2016, each unvested Company Common Stock Option shall immediately vest and become exercisable immediately prior to the Closing. At the Effective Time, each Company Common Stock Option having a per share exercise price less than $19.25 shall be cancelled for the right to receive in cash an amount per share equal to $19.25 less the exercise price.
- F3Stock Options held under 2002 Non-Qualified Stock Option Agreement for employees.
- F4Stock Options held under 2014 Incentive Stock Option Agreement.
- F5Stock Options held under 2014 Non-Qualified Stock Option Agreement.
- F6Stock Options held under 2002 Incentive Stock Option Agreement for employees.