SEC Form 4 · accession 0001209191-15-066412
IMPERVA INC · IMPV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Shlomo Kramer
Director · 10% Owner
Period of report
Aug 17, 2015
Accepted (ET)
Aug 17, 2015 · 7:53 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001364962
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 17, 2015 | M | 2,500 | $0.00 | A | 1,257,021 | D | |
| Common StockF1 | Aug 17, 2015 | M | 2,500 | $0.00 | A | 1,259,521 | D | |
| Common StockF2 | holding | — | — | — | 2,430,436 | I | By HAPRI LIMITED |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F4,F5 | — | Aug 17, 2015 | M | 2,500 | D | — | Feb 4, 2023 | Common Stock | 2,500 | 15,000 | D |
| Restricted Stock UnitsF3,F6,F5 | — | Aug 17, 2015 | M | 2,500 | D | — | Feb 3, 2024 | Common Stock | 2,500 | 25,000 | D |
Explanation of responses
- F1Represents the number of shares that were acquired in connection with the settlement of the restricted stock units listed in Table II.
- F2The reported shares are owned directly by HAPRI LIMITED, an investment holding company. The Reporting Person is one of two directors of HAPRI LIMITED. All of HAPRI LIMITED's shares are ultimately controlled by a trust of which the Reporting Person is the sole grantor and sole beneficiary during his life.
- F3Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer upon vesting.
- F4The restricted stock units vest as follows: 25% of the underlying shares vest one year following the vesting commencement date of February 15, 2013, with the remaining 75% vesting in equal quarterly installments over the next three years. The restricted stock units are subject to accelerated vesting in the event of a termination of employment of the Reporting Person under certain circumstances following a change in control of the Issuer.
- F5The Issuer has up to 30 days following vesting to settle. The actual expiration date will be immediately following settlement.
- F6The restricted stock units vest as follows: 25% of the underlying shares vest one year following the vesting commencement date of February 15, 2014, with the remaining 75% vesting in equal quarterly installments over the next three years. The restricted stock units are subject to accelerated vesting in the event of a termination of employment of the Reporting Person under certain circumstances following a change in control of the Issuer.