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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 | (4) | 01/10/2019 | D | 4,081 | (5) | 05/23/2019 | Common Stock | 4,081 | $ 0 | 0 | D | ||||
Stock Option (right to buy) | $ 27.86 | 01/10/2019 | D | 8,399 | (6) | 06/06/2022 | Common Stock | 8,399 | $ 0 | 0 | D | ||||
Stock Option (right to buy) | $ 36.9 | 01/10/2019 | D | 3,016 | (7) | 06/04/2023 | Common Stock | 3,016 | $ 0 | 0 | D | ||||
Stock Option (right to buy) | $ 20.83 | 01/10/2019 | D | 6,675 | (8) | 05/05/2024 | Common Stock | 6,675 | $ 0 | 0 | D | ||||
Stock Option (right to buy) | $ 45.35 | 01/10/2019 | D | 3,075 | (9) | 05/05/2025 | Common Stock | 3,075 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Pimentel Albert A C/O IMPERVA, INC. 3400 BRIDGE PARKWAY REDWOOD SHORES, CA 94065 |
X |
/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) | Represents shares transferred by the Reporting Person to the Pimentel Family Trust U/D/T dated April 24, 1991 for which Albert A. Pimentel and Laurie Jean Pimentel serve as trustees. |
(2) | The shares are owned of record by the Pimentel Family Trust U/D/T dated April 24, 1991 for which Albert A. Pimentel and Laurie Jean Pimentel serve as trustees. |
(3) | 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, payable as provided by the terms of the Merger Agreement. |
(4) | Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer upon vesting. |
(5) | Pursuant 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. |
(6) | 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 $234,248.11, 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. |
(7) | 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 $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. |
(8) | 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 $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. |
(9) | 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 $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. |