SEC Form 4 · accession 0001209191-15-080643
IMPERVA INC · IMPV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Anthony J Bettencourt
Officer — President and CEO · Director
Period of report
Nov 16, 2015
Accepted (ET)
Nov 17, 2015 · 5:10 pm EST
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,F2 | Nov 16, 2015 | M | 32,904 | $0.00 | A | 33,489 | D | |
| Common Stock | Nov 16, 2015 | M | 25,000 | $29.25 | A | 58,489 | D | |
| Common StockF3 | Nov 16, 2015 | S | 18,015 | $68.81 | D | 40,474 | D | |
| Common StockF4 | Nov 16, 2015 | S | 31,985 | $69.62 | D | 8,489 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F5 | $29.25 | Nov 16, 2015 | M | 25,000 | D | — | Aug 19, 2024 | Common Stock | 25,000 | 240,000 | D |
| Restricted Stock UnitsF6,F7,F8 | — | Nov 16, 2015 | M | 66,250 | D | — | Aug 19, 2024 | Common Stock | 66,250 | 198,750 | D |
Explanation of responses
- F1Represents the number of shares that were acquired in connection with the net settlement of the restricted stock units listed in Table II.
- F2Includes 585 shares of common stock acquired by the reporting person on May 15, 2015 under the Imperva, Inc. 2011 Employee Stock Purchase Plan.
- F3Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $68.30 to $69.29 per share. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price within the range.
- F4Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $69.30 to $69.96 per share. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price within the range.
- F5This Stock Option vests over four years of continuous service as follows: 25% of the underlying shares vest one year following the vesting commencement date of August 18, 2014 with the remaining 75% vesting in equal quarterly installments over the next three years. This stock option is 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.
- F6Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer upon vesting.
- F7The restricted stock units vest as follows: 25% of the underlying shares vest one year following the vesting commencement date of November 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.
- F8The Issuer has up to 30 days following vesting to settle. The actual expiration date will be immediately following settlement.