SEC Form 4 · accession 0001209191-19-003480
IMPERVA INC · IMPV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Roger J Sippl
Director
Period of report
Jan 10, 2019
Accepted (ET)
Jan 11, 2019 · 8:07 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 | Jan 10, 2019 | D | 11,660 | — | 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 | — | Jan 10, 2019 | D | 3,518 | D | — | Dec 15, 2026 | Common Stock | 3,518 | 0 | D |
| Restricted Stock UnitsF2,F3 | — | Jan 10, 2019 | D | 4,081 | D | — | May 23, 2019 | Common Stock | 4,081 | 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.
- F2Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer upon vesting.
- F3Pursuant to the Issuer's 2011 Stock Option and Incentive Plan and the Merger Agreement, the RSUs vested in full immediately prior to the closing of the merger, and were cancelled and converted into the right to receive $55.75 in cash per RSU.