SEC Form 4 · accession 0001209191-17-049291
IMPERVA INC · IMPV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sunil D Nagdev
Officer — SVP & GM Products & Services
Period of report
Aug 15, 2017
Accepted (ET)
Aug 16, 2017 · 7:06 pm EDT
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 Stock | Aug 15, 2017 | M | 2,500 | $0.00 | A | 13,404 | D | |
| Common Stock | Aug 15, 2017 | F | 940 | $43.70 | D | 12,464 | D | |
| Common Stock | Aug 15, 2017 | M | 375 | $0.00 | A | 12,839 | D | |
| Common Stock | Aug 15, 2017 | F | 141 | $43.70 | D | 12,698 | D | |
| Common Stock | Aug 15, 2017 | M | 284 | $0.00 | A | 12,982 | D | |
| Common Stock | Aug 15, 2017 | F | 107 | $43.70 | D | 12,875 | 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 | — | Aug 15, 2017 | M | 2,500 | D | — | Feb 2, 2025 | Common Stock | 2,500 | 15,000 | D |
| Restricted Stock UnitsF6,F2,F5,F4 | — | Aug 15, 2017 | M | 375 | D | — | Jan 31, 2026 | Common Stock | 375 | 3,750 | D |
| Restricted Stock UnitsF8,F2,F7,F4 | — | Aug 15, 2017 | M | 284 | D | — | Jan 31, 2026 | Common Stock | 284 | 1,420 | D |
Explanation of responses
- F1Exempt transaction pursuant to Rule 16b-3(e). The shares were automatically withheld by the Issuer in accordance with the agreement governing the RSUs to satisfy tax withholding obligations of the Reporting Person resulting from the vesting and settlement of the RSUs. The shares were withheld and cancelled by the Issuer and no shares were sold by the Reporting Person.
- 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, 2015, 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.
- 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, 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 amount reported reflects that 375 shares vested under the RSUs on May 15, 2017. The number of shares that vested was correctly reported in Table I of the Form 4 for the Reporting Person filed on May 16, 2017 (the "prior Form 4"), but incorrectly reported in Column 5 of Table II of the prior Form 4. As a result of the correction to the amount previously reported in Column 5 of Table II of the prior Form 4, an additional 1,125 shares have been included in the amount reported.
- 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 amount reported reflects that 284 shares vested under the RSUs on May 15, 2017. The number of shares that vested was correctly reported in Table I of the prior Form 4, but incorrectly reported in Column 5 of Table II of the prior Form 4. As a result of the correction to the amount previously reported in Column 5 of Table II, one additional share has been added to the amount reported.