SEC Form 4 · accession 0001209191-19-003475
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
Jan 9, 2019
Accepted (ET)
Jan 11, 2019 · 8:04 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 | Jan 9, 2019 | M | 57,584 | $0.00 | A | 58,701 | D | |
| Common StockF1 | Jan 10, 2019 | D | 58,701 | — | D | 0 | 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 | — | Jan 9, 2019 | A | 57,584 | A | — | Feb 13, 2028 | Common Stock | 57,584 | 57,584 | D |
| Restricted Stock UnitsF2,F3,F4 | — | Jan 9, 2019 | M | 57,584 | D | — | Feb 13, 2028 | Common Stock | 57,584 | 0 | D |
| Restricted Stock UnitsF5,F2,F4,F6 | — | Jan 10, 2019 | D | 47,900 | D | — | Jan 1, 2028 | Common Stock | 47,900 | 0 | D |
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger between the Issuer, Imperial Purchaser, LLC and Imperial Merger Sub, Inc. dated October 10, 2018 (the "Merger Agreement"), the shares of common stock were cancelled and converted into the right to receive $55.75 in cash per share, payable as provided by the terms of the Merger Agreement.
- F2Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer upon vesting.
- F3On February 14, 2018, the Compensation Committee of the Board of Directors confirmed that the performance-based restricted stock units awarded to the Reporting Person on January 2, 2018 in connection with his employment were subject to the Issuer's achievement of performance conditions for the year ended December 31, 2018. On January 9, 2019, the Compensation Committee determined that the performance conditions had been achieved at 118% of the target and awarded the restricted stock units, which vest as to 12.5% of the underlying shares on February 15, 2019, with the remainder vesting quarterly in 12.5% increments. 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.
- F4Pursuant to the Merger Agreement, the unvested RSUs were cancelled and converted into the right to receive $55.75 in cash per unvested RSU, payable following satisfaction of the underlying vesting conditions of such unvested RSU (including all vesting schedules and acceleration provisions as in effect on the date of the Merger Agreement or as otherwise provided by the terms of the Merger Agreement).
- F5On December 12, 2018, the Compensation Committee accelerated the vesting of 900 restricted stock units that were granted to Mr. Burns on January 2, 2018.
- F6The 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.