SEC Form 4 · accession 0000899243-16-029326

Imprivata Inc · IMPR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — President and CEO · Director

Period of report

Sep 16, 2016

Accepted (ET)

Sep 20, 2016 · 6:31 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 Stock^F1	Sep 16, 2016	D	160,276	—	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (Right to Buy)^F3	$13.55	Sep 16, 2016	U	36,900	D	Sep 16, 2016	Sep 30, 2021	Common Stock	36,900	D
Non-Qualified Stock Option^F4	$13.55	Sep 16, 2016	U	314,100	D	Sep 16, 2016	Sep 30, 2021	Common Stock	314,100	D
Stock Option (Right to Buy)^F3	$11.52	Sep 16, 2016	U	8,680	D	Sep 16, 2016	Sep 30, 2021	Common Stock	8,680	D
Stock Option (Right to Buy)^F4	$11.52	Sep 16, 2016	U	366,320	D	Sep 16, 2016	Sep 30, 2021	Common Stock	366,320	D
Stock Option (Right to Buy)^F5	$1.40	Sep 16, 2016	U	66,666	D	Sep 16, 2016	Sep 30, 2021	Common Stock	66,666	D
Stock Option (Right to Buy)^F5	$1.40	Sep 16, 2016	U	19,395	D	Sep 16, 2016	Sep 30, 2021	Common Stock	19,395	D
Stock Option (Right to Buy)^F5	$1.92	Sep 16, 2016	U	69,892	D	Sep 16, 2016	Sep 30, 2021	Common Stock	69,892	D
Stock Option (Right to Buy)^F5	$7.98	Sep 16, 2016	U	90,000	D	Sep 16, 2016	Sep 30, 2021	Common Stock	90,000	D

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.
F3Options held under 2014 Incentive Stock Option Agreement.
F4Options held under Imprivata's 2014 Non-Qualified Stock Option plan.
F5Options held under Imprivata's 2002 Non-Qualified Stock Option plan for employees.