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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 | ||||||||
Series A Convertible Preferred Stock | (1) | 11/15/2011 | C | 333,333 | (2) | (8) | Common Stock | 333,333 | (2) | 0 | I | See footnote (6) | |||
Series B Convertible Preferred Stock | (1) | 11/15/2011 | C | 204,333 | (3) | (8) | Common Stock | 204,333 | (3) | 0 | I | See footnote (6) | |||
Series C Convertible Preferred Stock | (1) | 11/15/2011 | C | 272,515 | (4) | (8) | Common Stock | 272,515 | (4) | 0 | I | See footnote (6) | |||
Series D Convertible Preferred Stock | (1) | 11/15/2011 | C | 87,464 | (5) | (8) | Common Stock | 87,464 | (5) | 0 | I | See footnote (6) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KRAMER SHLOMO C/O IMPERVA, INC. 3400 BRIDGE PARKWAY, SUITE 200 REDWOOD SHORES, CA 94065 |
X | X | President and CEO |
/s/ Tram Phi, by power of attorney | 11/15/2011 | |
**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) | Not applicable. |
(2) | Each share of Series A Convertible Preferred Stock was automatically converted into one share of Common Stock upon the closing of the Issuer's initial public offering. |
(3) | Each share of Series B Convertible Preferred Stock was automatically converted into one share of Common Stock upon the closing of the Issuer's initial public offering. |
(4) | Each share of Series C Convertible Preferred Stock was automatically converted into one share of Common Stock upon the closing of the Issuer's initial public offering. |
(5) | Each share of Series D Convertible Preferred Stock was automatically converted into one share of Common Stock upon the closing of the Issuer's initial public offering. |
(6) | The shares are owned of record by HAPRI LIMITED, an investment holding company. The Reporting Person is one of two directors of HAPRI LIMITED. All of HAPRI LIMITED's shares are ultimately controlled by a trust of which the Reporting Person is the sole grantor and sole beneficiary during his life. |
(7) | Certain of the shares are subject to a right of repurchase held by the Issuer, which will lapse according to the following schedule: the right of repurchase shall lapse with respect to 234,578 shares on July 31, 2012; the right of repurchase shall lapse with respect to 210,954 shares on September 30, 2015; and the right of repurchase shall lapse as to 25% of 632,865 shares on May 1, 2011, with the remainder lapsing in 12 equal quarterly installments thereafter. The right of repurchase shall lapse in the event of a change in control of the Issuer and/or a termination of employment of the Reporting Person under certain circumstances following a change in control of the Issuer. |
(8) | The Shares of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, and Series D Convertible Preferred Stock have no expiration date. |