0001209191-14-043405.txt : 20140627 0001209191-14-043405.hdr.sgml : 20140627 20140624184950 ACCESSION NUMBER: 0001209191-14-043405 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140624 FILED AS OF DATE: 20140624 DATE AS OF CHANGE: 20140624 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Imprivata Inc CENTRAL INDEX KEY: 0001328015 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 BUSINESS ADDRESS: STREET 1: 19 MAGUIRE RD SUITE 232 CITY: LEXINGTON STATE: MA ZIP: 02421 BUSINESS PHONE: 781-674-2700 MAIL ADDRESS: STREET 1: 19 MAGUIRE RD SUITE 232 CITY: LEXINGTON STATE: MA ZIP: 02421 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MAEDER PAUL A CENTRAL INDEX KEY: 0001013713 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36516 FILM NUMBER: 14938437 MAIL ADDRESS: STREET 1: C/O HIGHLAND CAPITAL PARTNERS STREET 2: HIGH ST TOWER 125 HIGH ST CITY: BOSTON STATE: MA ZIP: 02110 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2014-06-24 0 0001328015 Imprivata Inc IMPR 0001013713 MAEDER PAUL A ONE BROADWAY, 16TH FLOOR CAMBRIDGE MA 02142 1 0 1 0 Series A Convertible Preferred Stock Common Stock 1558065 I By Highland Capital Partners VI Limited Partnership Series B Convertible Preferred Stock Common Stock 756401 I By Highland Capital Partners VI Limited Partnership Series C Convertible Preferred Stock Common Stock 480426 I By Highland Capital Partners VI Limited Partnership Series A Convertible Preferred Stock Common Stock 853699 I By Highland Capital Partners VI-B Limited Partnership Series B Convertible Preferred Stock Common Stock 414684 I By Highland Capital Partners VI-B Limited Partnership Series C Convertible Preferred Stock Common Stock 263385 I By Highland Capital Partners VI-B Limited Partnership Series A Convertible Preferred Stock Common Stock 77155 I By Highland Entrepreneurs? Fund VI Limited Partnership Series B Convertible Preferred Stock Common Stock 37465 I By Highland Entrepreneurs? Fund VI Limited Partnership Series C Convertible Preferred Stock Common Stock 23796 I By Highland Entrepreneurs? Fund VI Limited Partnership The Series A, B and C Convertible Preferred Stock is convertible at any time at the option of the holder, and will automatically convert into shares of Common Stock on a 1.5-for-1 basis upon the closing of the Issuer's initial public offering. The securities have no expiration date. The shares are held directly by Highland Capital Partners VI Limited Partnership ("Highland Capital VI"). Highland Management Partners VI Limited Partnership ("HMP") is the general partner of Highland Capital VI. Highland Management Partners VI, Inc.("Highland Management") is the general partner of HMP. The Reporting Person is one of the managing directors of Highland Management. Highland Management, as the general partner of the general partner of Highland Capital VI, may be deemed to have indirect beneficial ownership of the shares held by the Highland Capital VI. The Reporting Person may be deemed the indirect owner of all the shares held by the Highland Capital VI. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. This report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The shares are held directly by Highland Capital Partners VI-B Limited Partnership ("Highland Capital VI-B"). Highland Management Partners VI Limited Partnership ("HMP") is the general partner of Highland Capital VI-B. Highland Management Partners VI, Inc.("Highland Management") is the general partner of HMP. The Reporting Person is one of the managing directors of Highland Management. Highland Management, as the general partner of the general partners of the Highland Investing Entities, may be deemed to have beneficial ownership of the shares held by the Highland Capital VI-B. The Reporting Person may be deemed the indirect owner of all the shares held by the Highland Capital VI-B. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. This report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The shares are held directly by Highland Entrepreneurs' Fund VI Limited Partnership ("Entrepreneurs' Fund"). HEF VI Limited Partnership ("HEF") is the general partner of Entrepreneurs' Fund. Highland Management Partners VI, Inc.("Highland Management" is the general partner of HEF). The Reporting Person is one of the managing directors of Highland Management. Highland Management, as the general partner of the general partners of the Entrepreneurs' Fund, may be deemed to have beneficial ownership of the shares held by the Entrepreneurs' Fund. The Reporting Person may be deemed the indirect owner of all the shares held by the Entrepreneurs' Fund. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. This report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. /s/ John Milton, Attorney-in-Fact 2014-06-24 EX-24.3_528989 2 poa.txt POA DOCUMENT LIMITED POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Jeffrey Kalowski, John Milton and Jeffrey Kowalski and, signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Imprivata, Inc. (the "Company"), from time to time the following U.S. Securities and Exchange Commission ("SEC") forms: (i) Form ID, including any attached documents, to effect the assignment of codes to the undersigned to be used in the transmission of information to the SEC using the EDGAR System; (ii) Form 3, Initial Statement of Beneficial Ownership of Securities, including any attached documents; (iii) Form 4, Statement of Changes in Beneficial Ownership of Securities, including any attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership of Securities in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents; (v) Schedule 13D and (vi) amendments of each thereof, in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, Schedule 13D or any amendment(s) thereto, and timely file such form(s) with the SEC and any securities exchange, national association or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact, acting singly, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 or Regulation 13D-G of the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees to indemnify the attorney in fact and the Company from and against any demand, damage, loss, cost or expense arising from any false or misleading information provided by the undersigned to the attorney-in fact. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such forms with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of May 28th, 2014. Signature:/s/ Paul Maeder Name: Paul Maeder