SEC Form 4 · accession 0001209191-17-061222
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
Nov 15, 2017
Accepted (ET)
Nov 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 Stock | Nov 15, 2017 | M | 1,000 | $0.00 | A | 2,371 | D | |
| Common Stock | Nov 15, 2017 | F | 376 | $40.65 | D | 1,995 | D | |
| Common Stock | Nov 15, 2017 | M | 681 | $0.00 | A | 2,676 | D | |
| Common Stock | Nov 15, 2017 | F | 256 | $40.65 | D | 2,420 | D | |
| Common Stock | Nov 15, 2017 | M | 516 | $0.00 | A | 2,936 | D | |
| Common StockF2 | Nov 15, 2017 | F | 194 | $40.65 | D | 3,251 | D | |
| Common StockF3 | holding | — | — | — | 24,689 | I | See Footnote |
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 | — | Nov 15, 2017 | M | 1,000 | D | — | Feb 3, 2024 | Common Stock | 1,000 | 1,000 | D |
| Restricted Stock UnitsF4,F7,F6 | — | Nov 15, 2017 | M | 681 | D | — | Jan 31, 2026 | Common Stock | 681 | 6,132 | D |
| Restricted Stock UnitsF4,F8,F6 | — | Nov 15, 2017 | M | 516 | D | — | Jan 31, 2026 | Common Stock | 516 | 2,063 | 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.
- F2Includes 509 shares of common stock acquired by the reporting person on November 15, 2017 under the Imperva, Inc. 2011 Employee Stock Purchase Plan.
- F3The shares are held by the Mendez Trust Agreement, dated October 26, 2010, for which the Reporting Person is a co-settlor and co-trustee.
- 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, 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.
- F6The Issuer has up to 30 days following vesting to settle. The actual expiration date will be immediately following settlement.
- F7The 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.
- F8The 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.