0001193125-15-048977.txt : 20150213 0001193125-15-048977.hdr.sgml : 20150213 20150213115429 ACCESSION NUMBER: 0001193125-15-048977 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20150213 DATE AS OF CHANGE: 20150213 GROUP MEMBERS: DAVID J. ORFAO GROUP MEMBERS: DAVID P. FIALKOW GROUP MEMBERS: GC ENTREPRENEURS FUND II, L.P. GROUP MEMBERS: GENERAL CATALYST GP II, LLC GROUP MEMBERS: GENERAL CATALYST PARTNERS II, L.P. GROUP MEMBERS: JOEL E. CUTLER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Imprivata Inc CENTRAL INDEX KEY: 0001328015 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88676 FILM NUMBER: 15611355 BUSINESS ADDRESS: STREET 1: 10 MAGUIRE RD, BUILDING 1 STREET 2: SUITE 125 CITY: LEXINGTON STATE: MA ZIP: 02421 BUSINESS PHONE: 781-674-2700 MAIL ADDRESS: STREET 1: 10 MAGUIRE RD, BUILDING 1 STREET 2: SUITE 125 CITY: LEXINGTON STATE: MA ZIP: 02421 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: General Catalyst Group II, L.P. CENTRAL INDEX KEY: 0001549856 IRS NUMBER: 043548360 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: GENERAL CATALYST PARTNERS STREET 2: 20 UNIVERSITY ROAD; SUITE 450 CITY: CAMBRIDGE STATE: MA ZIP: 02138 BUSINESS PHONE: 617-234-7000 MAIL ADDRESS: STREET 1: GENERAL CATALYST PARTNERS STREET 2: 20 UNIVERSITY ROAD; SUITE 450 CITY: CAMBRIDGE STATE: MA ZIP: 02138 SC 13G 1 d873071dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. __)*

 

 

Imprivata, Inc.

(Name of Issuer)

Common Stock, $0.00001 par value per share

(Title of Class of Securities)

45323j103

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

  ¨ Rule 13d-1(b)

 

  ¨ Rule 13d-1(c)

 

  x Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 45323j103    13G    Page 2 of 13

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

General Catalyst Group II, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  x        (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     5      

SOLE VOTING POWER

 

0 shares

     6   

SHARED VOTING POWER

 

4,465,078 shares

     7   

SOLE DISPOSITIVE POWER

 

0 shares

     8   

SHARED DISPOSITIVE POWER

 

4,465,078 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,465,078 shares

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

18.79%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 


CUSIP No. 45323j103    13G    Page 3 of 13

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

GC Entrepreneurs Fund II, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  x        (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     5      

SOLE VOTING POWER

 

0 shares

     6   

SHARED VOTING POWER

 

4,465,078 shares

     7   

SOLE DISPOSITIVE POWER

 

0 shares

     8   

SHARED DISPOSITIVE POWER

 

4,465,078 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,465,078 shares

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

18.79%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN


CUSIP No. 45323j103    13G    Page 4 of 13

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

General Catalyst Partners II, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨        (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     5      

SOLE VOTING POWER

 

0 shares

     6   

SHARED VOTING POWER

 

4,465,078 shares

     7   

SOLE DISPOSITIVE POWER

 

0 shares

     8   

SHARED DISPOSITIVE POWER

 

4,465,078 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,465,078 shares

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

18.79%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN


CUSIP No. 45323j103    13G    Page 5 of 13

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

General Catalyst GP II, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨        (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     5      

SOLE VOTING POWER

 

0 shares

     6   

SHARED VOTING POWER

 

4,465,078 shares

     7   

SOLE DISPOSITIVE POWER

 

0 shares

     8   

SHARED DISPOSITIVE POWER

 

4,465,078 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,465,078 shares

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

18.79%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 


CUSIP No. 45323j103    13G    Page 6 of 13

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Joel E. Cutler

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨        (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     5      

SOLE VOTING POWER

 

0 shares

     6   

SHARED VOTING POWER

 

4,465,078 shares

     7   

SOLE DISPOSITIVE POWER

 

0 shares

     8   

SHARED DISPOSITIVE POWER

 

4,465,078 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,465,078 shares

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

18.79%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN


CUSIP No. 45323j103    13G    Page 7 of 13

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

David P. Fialkow

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨        (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     5      

SOLE VOTING POWER

 

0 shares

     6   

SHARED VOTING POWER

 

4,465,078 shares

     7   

SOLE DISPOSITIVE POWER

 

0 shares

     8   

SHARED DISPOSITIVE POWER

 

4,465,078 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,465,078 shares

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

18.79%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN


CUSIP No. 45323j103    13G    Page 8 of 13

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

David J. Orfao

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)  ¨        (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     5      

SOLE VOTING POWER

 

0 shares

     6   

SHARED VOTING POWER

 

4,465,078 shares

     7   

SOLE DISPOSITIVE POWER

 

0 shares

     8   

SHARED DISPOSITIVE POWER

 

4,465,078 shares

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,465,078 shares

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

18.79%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 


CUSIP No. 45323j103    13G    Page 9 of 13

 

Item 1(a). Name of Issuer:

Imprivata, Inc.

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

10 Maguire Road, Lexington, MA 02421.

 

Item 2(a). Names of Persons Filing:

This joint statement on Schedule 13G is being filed by General Catalyst Group II, L.P., a Delaware limited partnership (“GC II”), GC Entrepreneurs Fund II, L.P., a Delaware limited partnership (“E Fund II”), General Catalyst Partners II, L.P., a Delaware limited partnership (“GC II GPLP”), General Catalyst GP II, LLC, a Delaware limited liability company (“GC II GPLLC”) and the Managers (as defined below), who are collectively referred to herein as the “Reporting Persons.” GC II GPLP is the sole general partner of GC II and E Fund II. GC II GPLLC is the sole general partner of GC II GPLP. Joel E. Cutler, David P. Fialkow and David J. Orfao (collectively, the “Managers”) are Managing Directors of GC II GPLLC. The Reporting Persons have entered into a Joint Filing Agreement, dated as of the date hereof, a copy of which is filed with this Schedule 13G as Exhibit 1 (which is incorporated herein by reference), pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k) under the Act.

 

Item 2(b). Address of Principal Business Office or, if None, Residence:

The address of the principal business office of all Reporting Persons is 20 University Road, 4th Floor, Cambridge, MA 02138.

 

Item 2(c). Citizenship:

Each of GC II, E Fund II and GC II GPLP is a limited partnership organized under the laws of the State of Delaware. GC II GPLLC is a limited liability company organized under the laws of the State of Delaware. Each of the Managers is a U.S. citizen.

 

Item 2(d). Title of Class of Securities:

Common Stock, $0.00001 par value per share (“Common Shares”).

 

Item 2(e). CUSIP Number:

45323j103.

 

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.


CUSIP No. 45323j103    13G    Page 10 of 13

 

Item 4. Ownership.

 

  (a) Amount Beneficially Owned: GC II is the record owner of 4,304,957 Common Shares and E Fund II is the record owner of 160,121 Common Shares (the “Record Shares”). GC II and E Fund II have generally agreed to sell securities at the same time and each may be deemed to own beneficially the Record Shares held by the other. As the sole general partner of GC II and E Fund II, GC II GPLP may be deemed to own beneficially the Record Shares. As the sole general partner of GC II GPLP, GC II GPLLC may also be deemed to own beneficially the Record Shares. Each Manager is a Managing Director of GC II GPLLC and may also be deemed to own beneficially the Record Shares.

 

  (b) Percent of Class: See Line 11 of cover sheets. The percentages set forth on the cover sheets for each Reporting Person are calculated based on 23,765,728 shares of Common Stock reported to be outstanding by the Issuer as of November 3, 2014 on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2014.

 

  (c) Number of shares as to which such person has:

 

  (i) sole power to vote or to direct the vote: See Line 5 of cover sheets.

 

  (ii) shared power to vote or to direct the vote: See Line 6 of cover sheets.

 

  (iii) sole power to dispose or to direct the disposition of: See Line 7 of cover sheets.

 

  (iv) shared power to dispose or to direct the disposition of: See Line 8 of cover sheets.

Each Reporting Person disclaims beneficial ownership of such Common Shares except for the shares, if any, such Reporting Person holds of record.

 

Item 5. Ownership of Five Percent or Less of a Class.

Not applicable.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

 

Item 8. Identification and Classification of Members of the Group.

See Exhibit 2 for Members of the Group.

 

Item 9. Notice of Dissolution of Group.

Not applicable.


CUSIP No. 45323j103    13G    Page 11 of 13

 

Item 10. Certification.

Not applicable. This statement on Schedule 13G is not filed pursuant to §240.13d-1(b) or §240.13d-1(c).

Material to be Filed as Exhibits.

Exhibit 1 – Agreement regarding joint filing of Schedule 13G.

Exhibit 2 – Members of the Group.

Exhibit 3 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.


CUSIP No. 45323j103    13G    Page 12 of 13

 

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: February 12, 2015
GENERAL CATALYST GROUP II, L.P.
By:   GENERAL CATALYST PARTNERS II, L.P.
  its General Partner
  By:   GENERAL CATALYST GP II, LLC
    its General Partner
    By:   *
      William J. Fitzgerald
      Member, COO and CFO
       
GC ENTREPRENEURS FUND II, L.P.
By:   GENERAL CATALYST PARTNERS II, L.P.
  its General Partner
  By:   GENERAL CATALYST GP II, LLC
    its General Partner
    By:   *
      William J. Fitzgerald
      Member, COO and CFO
       
GENERAL CATALYST PARTNERS II, L.P.
By:   GENERAL CATALYST GP II, LLC
  its General Partner
    By:   *
      William J. Fitzgerald
      Member, COO and CFO
       


CUSIP No. 45323j103 13G Page 13 of 13

 

GENERAL CATALYST GP II, LLC
By:

*

William J. Fitzgerald
Member, COO and CFO
By:

*

Joel E. Cutler
By:

*

David P. Fialkow
By:

*

David J. Orfao

 

*By:

/s/ Christopher McCain

Christopher McCain
As attorney-in-fact

This Schedule 13G was executed by Christopher McCain on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 3.

EX-99.1 2 d873071dex991.htm EX-99.1 EX-99.1
CUSIP No. 45323j103    13G   

 

EXHIBIT 1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Imprivata, Inc.

EXECUTED this 12th day of February, 2015

 

GENERAL CATALYST GROUP II, L.P.
By:  

GENERAL CATALYST PARTNERS II, L.P.

its General Partner

  By:  

GENERAL CATALYST GP II, LLC

its General Partner

    By:  

*

      William J. Fitzgerald
      Member, COO and CFO
GC ENTREPRENEURS FUND II, L.P.
By:  

GENERAL CATALYST PARTNERS II, L.P.

its General Partner

  By:  

GENERAL CATALYST GP II, LLC

its General Partner

    By:  

*

      William J. Fitzgerald
      Member, COO and CFO
GENERAL CATALYST PARTNERS II, L.P.
By:  

GENERAL CATALYST GP II, LLC

its General Partner

    By:  

*

      William J. Fitzgerald
      Member, COO and CFO


CUSIP No. 45323j103    13G   

 

GENERAL CATALYST GP II, LLC
By:  

*

  William J. Fitzgerald
  Member, COO and CFO
By:  

*

  Joel E. Cutler
By:  

*

  David P. Fialkow
By:  

*

  David J. Orfao

 

*By:  

/s/ Christopher McCain

  Christopher McCain
  As attorney-in-fact

This Agreement was executed by Christopher McCain on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 3.

EX-99.2 3 d873071dex992.htm EX-99.2 EX-99.2
CUSIP No. 45323j103    13G   

 

EXHIBIT 2

MEMBERS OF THE GROUP

General Catalyst Group II, L.P.

GC Entrepreneurs Fund II, L.P.

EX-99.3 4 d873071dex993.htm EX-99.3 EX-99.3
CUSIP No. 45323j103    13G   

 

EXHIBIT 3

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints William J. Fitzgerald, Christopher McCain and Mark Allen, and each of them, with full power to act without the others, his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney shall remain in full force and effect with respect to each undersigned person unless and until six months after such person is both no longer a Managing Director of General Catalyst Partners and no longer serving on the board of directors of any portfolio company of any General Catalyst Partners fund.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 7th day of October, 2014.

 

/s/ Lawrence S. Bohn

Lawrence S. Bohn

/s/ Joel E. Cutler

Joel E. Cutler

/s/ David P. Fialkow

David P. Fialkow

/s/ William J. Fitzgerald

William J. Fitzgerald

/s/ Stephen A. Herrod

Stephen A. Herrod

/s/ David J. Orfao

David J. Orfao

/s/ Neil F. Sequeira

Neil F. Sequeira

/s/ Brian J. Shortsleeve

Brian J. Shortsleeve

/s/ Hemant Taneja

Hemant Taneja

/s/ Adam A. Valkin

Adam A. Valkin