SEC Form 4 · accession 0001209191-15-080646
IMPERVA INC · IMPV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark E. Kraynak
Officer — Chief Product Officer
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 | 448 | $0.00 | A | 649 | D | |
| Common StockF1 | Nov 16, 2015 | M | 717 | $0.00 | A | 1,366 | D | |
| Common StockF1 | Nov 16, 2015 | M | 2,423 | $0.00 | A | 3,789 | D | |
| Common StockF4 | Nov 16, 2015 | S | 3,789 | $68.73 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF5,F6,F7 | — | Nov 16, 2015 | M | 938 | D | — | Feb 4, 2023 | Common Stock | 938 | 4,687 | D |
| Restricted Stock UnitsF5,F8,F7 | — | Nov 16, 2015 | M | 1,500 | D | — | Feb 3, 2024 | Common Stock | 1,500 | 13,500 | D |
| Restricted Stock UnitsF5,F9,F7 | — | Nov 16, 2015 | M | 5,000 | D | — | Dec 15, 2016 | Common Stock | 5,000 | 5,000 | 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 201 shares of common stock acquired by the reporting person on November 16, 2015 under the Imperva, Inc. 2011 Employee Stock Purchase Plan.
- F3This transaction was effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person.
- F4Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $68.34 to $69.26. 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 sold at each separate price within the range.
- F5Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer upon vesting.
- F6The 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.
- F7The Issuer has up to 30 days following vesting to settle. The actual expiration date will be immediately following settlement.
- F8The 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.
- F9The restricted stock units vest as follows: 25% of the underlying shares vest one year following the vesting commencement date of November 15, 2012, with the remaining 25% vesting in equal annual 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.