SEC Form 4 · accession 0001209191-19-003477

IMPERVA INC · IMPV

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Tram T Phi

Officer — Chief Legal Officer

Period of report

Jan 9, 2019

Accepted (ET)

Jan 11, 2019 · 8:06 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
Common Stock	Jan 9, 2019	M	11,800	$0.00	A	49,584	D
Common Stock	Jan 10, 2019	M	2,237	$54.66	A	51,821	D
Common Stock	Jan 10, 2019	M	31,160	$10.70	A	82,981	D
Common Stock	Jan 10, 2019	M	3,831	$34.55	A	86,812	D
Common Stock^F1	Jan 10, 2019	D	86,812	—	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 Units^F2,F3,F4	—	Jan 9, 2019	A	11,800	A	—	Feb 13, 2028	Common Stock	11,800	11,800	D
Restricted Stock Units^F2,F3,F4	—	Jan 9, 2019	M	11,800	D	—	Feb 13, 2028	Common Stock	11,800	0	D
Restricted Stock Units^F2,F4,F5	—	Jan 10, 2019	D	3,407	D	—	Jan 31, 2026	Common Stock	3,407	0	D
Restricted Stock Units^F2,F4,F6	—	Jan 10, 2019	D	4,894	D	—	Feb 5, 2027	Common Stock	4,894	0	D
Restricted Stock Units^F2,F4,F7	—	Jan 10, 2019	D	2,543	D	—	Feb 5, 2027	Common Stock	2,543	0	D
Restricted Stock Units^F2,F4,F8	—	Jan 10, 2019	D	2,187	D	—	Apr 24, 2027	Common Stock	2,187	0	D
Restricted Stock Units^F2,F4,F9	—	Jan 10, 2019	D	1,278	D	—	Apr 24, 2027	Common Stock	1,278	0	D
Restricted Stock Units^F2,F4,F10	—	Jan 10, 2019	D	10,000	D	—	Feb 13, 2028	Common Stock	10,000	0	D
Restricted Stock Units^F2,F4,F11	—	Jan 10, 2019	D	5,829	D	—	Aug 2, 2028	Common Stock	5,829	0	D
Employee Stock Option (right to buy)^F12	$54.66	Jan 10, 2019	M	2,237	D	—	Feb 3, 2024	Common Stock	2,237	13,763	D
Employee Stock Option (right to buy)^F12	$10.70	Jan 10, 2019	M	31,160	D	—	Aug 24, 2021	Common Stock	31,160	27,810	D
Employee Stock Option (right to buy)^F12	$34.55	Jan 10, 2019	M	3,831	D	—	Feb 4, 2023	Common Stock	3,831	11,169	D
Employee Stock Option (right to buy)^F13	$54.66	Jan 10, 2019	D	13,763	D	—	Feb 3, 2024	Common Stock	13,763	0	D
Employee Stock Option (right to buy)^F14	$10.70	Jan 10, 2019	D	27,810	D	—	Aug 24, 2021	Common Stock	27,810	0	D
Employee Stock Option (right to buy)^F15	$34.55	Jan 10, 2019	D	11,169	D	—	Feb 4, 2023	Common Stock	11,169	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 as provided by the terms of the Merger Agreement.
F10The 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 termination following a change in control of the Issuer.
F11The restricted stock units vest as follows: 100% of the underlying shares vest one year following the vesting commencement date of August 15, 2018. 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.
F12Shares subject to the option are fully vested.
F13Shares subject to the option are fully vested. Pursuant to the Merger Agreement, the option was cancelled and converted into the right to receive a cash payment of $15,001.67, which represents the difference between $55.75 and the exercise price of the option per share multiplied by the number of shares subject to the option.
F14Shares subject to the option are fully vested. Pursuant to the Merger Agreement, the option was cancelled and converted into the right to receive a cash payment of $1,252,840.50, which represents the difference between $55.75 and the exercise price of the option per share multiplied by the number of shares subject to the option.
F15Shares subject to the option are fully vested. Pursuant to the Merger Agreement, the option was cancelled and converted into the right to receive a cash payment of $236,782.80, which represents the difference between $55.75 and the exercise price of the option per share multiplied by the the number of shares subject to the option.
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 granted performance-based restricted stock units 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).
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 under certain circumstances, including a termination following a change in control of the Issuer.
F6The restricted stock units vest as follows: 25% of the underlying shares vest one year following the vesting commencement date of February 15, 2017, 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.
F7The restricted stock units vest as follows: 12.5% of the underlying shares vest on February 15, 2018, 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 under certain circumstances, including a termination 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 May 15, 2017, with the remainder 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.
F9The restricted stock units vest as follows: 12.5% of the underlying shares vest on May 15, 2018, 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 under certain circumstances, including a termination following a change in control of the Issuer.