SEC Form 4 · accession 0001209191-16-098784
IMPERVA INC · IMPV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Tram T Phi
Officer — Senior VP & General Counsel
Period of report
Feb 16, 2016
Accepted (ET)
Feb 16, 2016 · 4:45 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 | Feb 16, 2016 | M | 526 | $0.00 | A | 6,501 | D | |
| Common StockF1 | Feb 16, 2016 | M | 603 | $0.00 | A | 7,104 | D | |
| Common StockF1 | Feb 16, 2016 | M | 2,283 | $0.00 | A | 9,387 | 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 UnitsF2,F3,F4 | — | Feb 16, 2016 | M | 937 | D | — | Feb 4, 2023 | Common Stock | 937 | 3,750 | D |
| Restricted Stock UnitsF2,F5,F4 | — | Feb 16, 2016 | M | 1,000 | D | — | Feb 3, 2024 | Common Stock | 1,000 | 8,000 | D |
| Restricted Stock UnitsF2,F6,F4 | — | Feb 16, 2016 | M | 3,633 | D | — | Feb 2, 2025 | Common Stock | 3,633 | 10,899 | 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.
- F2Each restricted stock unit represents a contingent right to receive one share of common stock of the issuer upon vesting.
- F3The 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 as to 100% of such shares following a change in control of the Issuer.
- F4The Issuer has up to 30 days following vesting to settle. The actual expiration date will be immediately following settlement.
- F5The 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 as to 100% of such shares following a change in control of the Issuer.
- F6On 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.