SEC Form 4 · accession 0001209191-16-095377
IMPERVA INC · IMPV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Amichai Shulman
Officer — Chief Technology Officer
Period of report
Feb 1, 2016
Accepted (ET)
Feb 3, 2016 · 5:09 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 StockF2,F3 | Feb 1, 2016 | S | 2,996 | $50.49 | D | 27,769 | I | See Footnote |
| Common StockF3 | Feb 1, 2016 | S | 4 | $51.16 | D | 27,765 | I | See Footnote |
| Common Stock | holding | — | — | — | 86,740 | 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 UnitsF4,F5,F6 | — | Feb 1, 2016 | A | 8,200 | A | — | Jan 31, 2016 | Common Stock | 8,200 | 8,200 | D |
| Restricted Stock UnitsF4,F7,F6 | — | Feb 1, 2016 | A | 20,000 | A | — | Feb 2, 2025 | Common Stock | 20,000 | 20,000 | D |
Explanation of responses
- F1This transaction was effected pursuant to a Rule 10b51 plan adopted by the Reporting Person.
- F2Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $50.07 to $50.96. 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.
- F3The shares are owned of record by Amichai Shulman Holdings 2000 Ltd. The Reporting Person is a director and beneficial owner of the shares held by such entity.
- F4Each restricted stock unit represents a contingent right to receive one share of common stock of the issuer upon vesting.
- F5The restricted stock units vest as follows: 25% of the underlying shares vest one year following the vesting commencement date of February 15, 2016, 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.
- F6The Issuer has up to 30 days following vesting to settle. The actual expiration date will be immediately following settlement.
- F7On February 3, 2015, the compensation committee of the board of directors granted performance-based restricted stock units subject to the issuer's achievement of performance conditions for the year ended December 31, 2015. On February 1, 2016, the compensation committee determined that the performance conditions had been achieved at the maximum level and awarded the restricted stock units, which vest as to 25% of the underlying shares on February 15, 2016, with the remaining 75% vesting in three equal quarterly installments thereafter. 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.