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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (2) | 01/09/2019 | A | 11,800 | (3)(4) | 02/13/2028 | Common Stock | 11,800 | $ 0 | 11,800 | D | ||||
Restricted Stock Units | (2) | 01/09/2019 | M | 11,800 | (3)(4) | 02/13/2028 | Common Stock | 11,800 | $ 0 | 0 | D | ||||
Restricted Stock Units | (2) | 01/10/2019 | D | 3,407 | (4)(5) | 01/31/2026 | Common Stock | 3,407 | $ 0 | 0 | D | ||||
Restricted Stock Units | (2) | 01/10/2019 | D | 4,894 | (4)(6) | 02/05/2027 | Common Stock | 4,894 | $ 0 | 0 | D | ||||
Restricted Stock Units | (2) | 01/10/2019 | D | 2,543 | (4)(7) | 02/05/2027 | Common Stock | 2,543 | $ 0 | 0 | D | ||||
Restricted Stock Units | (2) | 01/10/2019 | D | 2,187 | (4)(8) | 04/24/2027 | Common Stock | 2,187 | $ 0 | 0 | D | ||||
Restricted Stock Units | (2) | 01/10/2019 | D | 1,278 | (4)(9) | 04/24/2027 | Common Stock | 1,278 | $ 0 | 0 | D | ||||
Restricted Stock Units | (2) | 01/10/2019 | D | 10,000 | (4)(10) | 02/13/2028 | Common Stock | 10,000 | $ 0 | 0 | D | ||||
Restricted Stock Units | (2) | 01/10/2019 | D | 5,829 | (4)(11) | 08/02/2028 | Common Stock | 5,829 | $ 0 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 54.66 | 01/10/2019 | M | 2,237 | (12) | 02/03/2024 | Common Stock | 2,237 | $ 0 | 13,763 | D | ||||
Employee Stock Option (right to buy) | $ 10.7 | 01/10/2019 | M | 31,160 | (12) | 08/24/2021 | Common Stock | 31,160 | $ 0 | 27,810 | D | ||||
Employee Stock Option (right to buy) | $ 34.55 | 01/10/2019 | M | 3,831 | (12) | 02/04/2023 | Common Stock | 3,831 | $ 0 | 11,169 | D | ||||
Employee Stock Option (right to buy) | $ 54.66 | 01/10/2019 | D | 13,763 | (13) | 02/03/2024 | Common Stock | 13,763 | $ 0 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 10.7 | 01/10/2019 | D | 27,810 | (14) | 08/24/2021 | Common Stock | 27,810 | $ 0 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 34.55 | 01/10/2019 | D | 11,169 | (15) | 02/04/2023 | Common Stock | 11,169 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Phi Tram T C/O IMPERVA, INC. 3400 BRIDGE PARKWAY REDWOOD SHORES, CA 94065 |
Chief Legal Officer |
/s/ Shulamite White, Attorney-in-Fact | 01/11/2019 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Pursuant 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. |
(2) | Each restricted stock unit represents a contingent right to receive one share of common stock of the issuer upon vesting. |
(3) | On 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. |
(4) | Pursuant 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). |
(5) | The 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. |
(6) | The 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. |
(7) | The 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. |
(8) | The 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. |
(9) | The 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. |
(10) | The 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. |
(11) | The 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. |
(12) | Shares subject to the option are fully vested. |
(13) | Shares 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. |
(14) | Shares 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. |
(15) | Shares 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. |