SEC Form 4 · accession 0000899243-16-029313
Imprivata Inc · IMPR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kathleen E Walsh
Director
Period of report
Sep 16, 2016
Accepted (ET)
Sep 20, 2016 · 6:16 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 | 639 | — | 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 | $11.05 | Sep 16, 2016 | U | 70,000 | D | Sep 16, 2016 | Sep 30, 2021 | Common Stock | 70,000 | 0 | D |
| Restricted Stock OptionsF5 | $0.00 | Sep 16, 2016 | U | 1,914 | D | Sep 16, 2016 | Sep 30, 2021 | Common Stock | 1,914 | 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 Holdings, 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.
- F3Pursuant 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 restricted stock unit that is outstanding as of the Effective Time shall immediately accelerate in full in connection with the transaction and in consideration of the right to receive $19.25 per restricted stock unit.
- F4Stock Options held under 2014 Non-Qualified Stock Agreement.
- F5Restricted Stock Units held under 2014 Restricted Stock Unit Agreement.