SEC Form 4 · accession 0001209191-18-062818
IMPERVA INC · IMPV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mike Burns
Officer — CFO and Treasurer
Period of report
Dec 12, 2018
Accepted (ET)
Dec 14, 2018 · 7:13 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,F2 | Dec 12, 2018 | M | 900 | $0.00 | A | 1,429 | D | |
| Common Stock | Dec 12, 2018 | F | 312 | $55.54 | D | 1,117 | 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 UnitsF1,F4,F5,F6 | — | Dec 12, 2018 | M | 900 | D | — | Jan 1, 2028 | Common Stock | 900 | 47,900 | D |
Explanation of responses
- F1On December 12, 2018, the Compensation Committee accelerated the vesting of 900 restricted stock units that were granted to Mr. Burns on January 2, 2018.
- F2Includes 529 shares of common stock acquired by the reporting person on November 15, 2018 under the Imperva, Inc. 2011 Employee Stock Purchase Plan.
- F3Exempt 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.
- 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, 2018, 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 under certain circumstances, including a termination 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.