SEC Form 4 · accession 0001209191-19-003484
IMPERVA INC · IMPV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James R Tolonen
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 | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 10, 2019 | D | 18,736 | — | D | 0 | D | |
| Common StockF1,F2 | Jan 10, 2019 | D | 5,000 | — | D | 0 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F4 | — | Jan 10, 2019 | D | 4,081 | D | — | May 23, 2019 | Common Stock | 4,081 | 0 | D |
| Stock Option (right to buy)F5 | $26.40 | Jan 10, 2019 | D | 8,502 | D | — | Jul 24, 2022 | Common Stock | 8,502 | 0 | D |
| Stock Option (right to buy)F6 | $45.35 | Jan 10, 2019 | D | 3,075 | D | — | May 5, 2025 | Common Stock | 3,075 | 0 | D |
| Stock Option (right to buy)F7 | $36.90 | Jan 10, 2019 | D | 3,016 | D | — | Jun 4, 2023 | Common Stock | 3,016 | 0 | D |
| Stock Option (right to buy)F8 | $20.83 | Jan 10, 2019 | D | 6,675 | D | — | May 5, 2024 | Common Stock | 6,675 | 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.
- F2The shares are owned of record by James R. Tolonen & Ginger Tolonen, trustees for the benefit of the Tolonen Family Trust dated September 26, 1996.
- F3Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer upon vesting.
- F4Pursuant 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.
- F5Shares 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 $249,533.70, 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.
- F6Shares 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.
- 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 $56,851.60, 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 $233,091.00, 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.