SEC Form 4 · accession 0001209191-19-003483

IMPERVA INC · IMPV

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

Reporting owner

Allan R Tessler

Director

Period of report

Jan 10, 2019

Accepted (ET)

Jan 11, 2019 · 8:08 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	D/I	Nature of ownership
Common Stock^F1,F2	Jan 10, 2019	D	34,103	—	D	I	See Footnote
Common Stock^F1,F3	Jan 10, 2019	D	33,654	—	D	I	See Footnote
Common Stock^F1,F4	Jan 10, 2019	D	31,860	—	D	I	See Footnote
Common Stock^F1	Jan 10, 2019	D	13,557	—	D	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Stock Units^F5,F6	—	Jan 10, 2019	D	4,081	D	—	May 23, 2019	Common Stock	4,081	D
Stock Option (right to buy)^F7	$42.16	Jan 10, 2019	D	6,380	D	—	Feb 3, 2025	Common Stock	6,380	D
Stock Option (right to buy)^F8	$45.35	Jan 10, 2019	D	3,075	D	—	May 5, 2025	Common Stock	3,075	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 otherwise provided by the terms of the Merger Agreement.
F2The shares are owned of record as follows: (A) 2,353 shares are held by International Financial GP of Nevada, of which the Reporting Person is the sole owner and Chair/CEO; (B) 7,500 shares are held by the Allan R. Tessler Charitable Remainder Unitrust #1 u/a/d 121696, of which the Reporting Person is the sole trustee; (C) 7,500 Shares are held by the Allan R. Tessler Charitable Remainder Unitrust #2 u/a/d 121696, of which the Reporting Person is the sole trustee; (D) 6,750 shares are held by Tessler Family Limited of which the Reporting Person is a limited partner; and (E) 10,000 shares are held by the ART FGT Family Partners Limited, of which the Reporting Person is a limited partner.
F3The shares are owned of record as follows: (A) 1,904 shares are held by International Financial GP of Nevada, of which the Reporting Person is the sole owner and Chair/CEO; (B) 7,500 shares are held by the Allan R. Tessler Charitable Remainder Unitrust #1 u/a/d 121696, of which the Reporting Person is the sole trustee; (C) 7,500 Shares are held by the Allan R. Tessler Charitable Remainder Unitrust #2 u/a/d 121696, of which the Reporting Person is the sole trustee; (D) 6,750 shares are held by Tessler Family Limited of which the Reporting Person is a limited partner; and (E) 10,000 shares are held by the ART FGT Family Partners Limited, of which the Reporting Person is a limited partner.
F4The shares are owned of record as follows: (A) 110 shares are held by International Financial GP of Nevada, of which the Reporting Person is the sole owner and Chair/CEO; (B) 7,500 shares are held by the Allan R. Tessler Charitable Remainder Unitrust #1 u/a/d 121696, of which the Reporting Person is the sole trustee; (C) 7,500 Shares are held by the Allan R. Tessler Charitable Remainder Unitrust #2 u/a/d 121696, of which the Reporting Person is the sole trustee; (D) 6,750 shares are held by Tessler Family Limited of which the Reporting Person is a limited partner; and (E) 10,000 shares are held by the ART FGT Family Partners Limited, of which the Reporting Person is a limited partner.
F5Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer upon vesting.
F6Pursuant 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.
F7Shares 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 $86,704.20, 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.
F8Shares 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 $31,980.00, 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.