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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) | 08/15/2017 | M | 2,500 | (3) | 02/02/2025(4) | Common Stock | 2,500 | $ 0 | 15,000 | D | ||||
Restricted Stock Units | (2) | 08/15/2017 | M | 375 | (5) | 01/31/2026(4) | Common Stock | 375 | $ 0 | 3,750 (6) | D | ||||
Restricted Stock Units | (2) | 08/15/2017 | M | 284 | (7) | 01/31/2026(4) | Common Stock | 284 | $ 0 | 1,420 (8) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
NAGDEV SUNIL D C/O IMPERVA, INC. 3400 BRIDGE PARKWAY REDWOOD SHORES, CA 94065 |
SVP & GM Products & Services |
/s/ Shulamite White, Attorney-in-Fact | 08/16/2017 | |
**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) | Exempt transaction pursuant to Rule 16b-3(e). The shares were automatically withheld by the Issuer in accordance with the agreement governing the RSUs to satisfy tax withholding obligations of the Reporting Person resulting from the vesting and settlement of the RSUs. The shares were withheld and cancelled by the Issuer and no shares were sold by the Reporting Person. |
(2) | Each restricted stock unit represents a contingent right to receive one share of common stock of the issuer upon vesting. |
(3) | The restricted stock units vest as follows: 25% of the underlying shares vest one year following the vesting commencement date of February 15, 2015, 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 of the Reporting Person under certain circumstances following a change in control of the Issuer. |
(4) | The Issuer has up to 30 days following vesting to settle. The actual expiration date will be immediately following settlement. |
(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 of the Reporting Person under certain circumstances following a change in control of the Issuer. |
(6) | The amount reported reflects that 375 shares vested under the RSUs on May 15, 2017. The number of shares that vested was correctly reported in Table I of the Form 4 for the Reporting Person filed on May 16, 2017 (the "prior Form 4"), but incorrectly reported in Column 5 of Table II of the prior Form 4. As a result of the correction to the amount previously reported in Column 5 of Table II of the prior Form 4, an additional 1,125 shares have been included in the amount reported. |
(7) | The restricted stock units vest as follows: 12.5% of the underlying shares vest on February 15, 2017, 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 of the Reporting Person under certain circumstances following a change in control of the issuer. |
(8) | The amount reported reflects that 284 shares vested under the RSUs on May 15, 2017. The number of shares that vested was correctly reported in Table I of the prior Form 4, but incorrectly reported in Column 5 of Table II of the prior Form 4. As a result of the correction to the amount previously reported in Column 5 of Table II, one additional share has been added to the amount reported. |