SEC Form 4 · accession 0001209191-17-011538
IMPERVA INC · IMPV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Terrence J. Schmid
Officer — Chief Financial Officer
Period of report
Feb 14, 2017
Accepted (ET)
Feb 16, 2017 · 5:00 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 14, 2017 | S | 9,000 | $46.24 | D | 239 | D | |
| Common StockF2 | Feb 15, 2017 | M | 526 | $0.00 | A | 765 | D | |
| Common StockF2 | Feb 15, 2017 | M | 1,160 | $0.00 | A | 1,925 | D | |
| Common StockF2 | Feb 15, 2017 | M | 479 | $0.00 | A | 2,404 | D | |
| Common StockF2 | Feb 15, 2017 | M | 2,528 | $0.00 | A | 4,932 | 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 UnitsF3,F4,F5 | — | Feb 15, 2017 | M | 937 | D | — | Feb 4, 2023 | Common Stock | 937 | 0 | D |
| Restricted Stock UnitsF3,F6,F5 | — | Feb 15, 2017 | M | 1,875 | D | — | Feb 3, 2024 | Common Stock | 1,875 | 7,500 | D |
| Restricted Stock UnitsF3,F7,F5 | — | Feb 15, 2017 | M | 766 | D | — | Jan 31, 2026 | Common Stock | 766 | 5,367 | D |
| Restricted Stock UnitsF3,F8,F5 | — | Feb 15, 2017 | M | 4,050 | D | — | Jan 31, 2026 | Common Stock | 4,050 | 12,150 | D |
Explanation of responses
- F1Represents a weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from $46.15 to $46.30. 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.
- F2Represents the number of shares that were acquired in connection with the net settlement of the restricted stock units listed in Table II.
- 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 as to 100% of such shares 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 as to 100% of such shares following a change in control of the Issuer.
- F7The restricted stock units vest as follows: 12.5% of the underlying shares vest on February 15, 2017, with the remainder vesting in equal 12.5% installments over the next seven quarters. 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 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.