SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

POLARIS VENTURE MANAGEMENT CO III LLC

(Last)

(First)

(Middle)

1000 WINTER STREET, SUITE 3350

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Imprivata Inc [ IMPR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/30/2014		C		4,287,790	A	⁽¹⁾	4,287,790	I	See footnote⁽²⁾
Common Stock	06/30/2014		C		110,250	A	⁽¹⁾	110,250	I	See footnote⁽³⁾
Common Stock	06/30/2014		C		67,036	A	⁽¹⁾	67,036	I	See footnote⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽¹⁾	06/30/2014		C			2,389,540	⁽¹⁾	⁽¹⁾	Common Stock	2,389,540	⁽¹⁾	0	I	See footnote⁽²⁾
Series B Convertible Preferred Stock	⁽¹⁾	06/30/2014		C			1,160,895	⁽¹⁾	⁽¹⁾	Common Stock	1,160,895	⁽¹⁾	0	I	See footnote⁽²⁾
Series C Convertible Preferred Stock	⁽¹⁾	06/30/2014		C			737,355	⁽¹⁾	⁽¹⁾	Common Stock	737,355	⁽¹⁾	0	I	See footnote⁽²⁾
Series A Convertible Preferred Stock	⁽¹⁾	06/30/2014		C			61,829	⁽¹⁾	⁽¹⁾	Common Stock	61,829	⁽¹⁾	0	I	See footnote⁽³⁾
Series B Convertible Preferred Stock	⁽¹⁾	06/30/2014		C			29,623	⁽¹⁾	⁽¹⁾	Common Stock	29,623	⁽¹⁾	0	I	See footnote⁽³⁾
Series C Convertible Preferred Stock	⁽¹⁾	06/30/2014		C			18,798	⁽¹⁾	⁽¹⁾	Common Stock	18,798	⁽¹⁾	0	I	See footnote⁽³⁾
Series A Convertible Preferred Stock	⁽¹⁾	06/30/2014		C			37,551	⁽¹⁾	⁽¹⁾	Common Stock	37,551	⁽¹⁾	0	I	See footnote⁽⁴⁾
Series B Convertible Preferred Stock	⁽¹⁾	06/30/2014		C			18,032	⁽¹⁾	⁽¹⁾	Common Stock	18,032	⁽¹⁾	0	I	See footnote⁽⁴⁾
Series C Convertible Preferred Stock	⁽¹⁾	06/30/2014		C			11,453	⁽¹⁾	⁽¹⁾	Common Stock	11,453	⁽¹⁾	0	I	See footnote⁽⁴⁾

1. Name and Address of Reporting Person^*

POLARIS VENTURE MANAGEMENT CO III LLC

(Last)

(First)

(Middle)

1000 WINTER STREET, SUITE 3350

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

POLARIS VENTURE PARTNERS ENTREPRENEURS FUND III LP

(Last)

(First)

(Middle)

1000 WINTER STREET, SUITE 3350

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

POLARIS VENTURE PARTNERS FOUNDERS FUND III LP

(Last)

(First)

(Middle)

1000 WINTER STREET, SUITE 3350

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

POLARIS VENTURE PARTNERS III LP

(Last)

(First)

(Middle)

1000 WINTER STREET, SUITE 3350

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The Series A, B and C Convertible Preferred Stock converted 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.

2. The shares are held directly by Polaris Venture Partners III, L.P. Polaris Venture Management Co. III, L.L.C. is the general partner of Polaris Venture Partners III, L.P. and has the voting and investment power over such shares and may be deemed the indirect beneficial owner of such shares. The Reporting Person disclaims beneficial ownership of these shares, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

3. The shares are held directly by Polaris Venture Partners Entrepreneurs' Fund III, L.P. Polaris Venture Management Co. III, L.L.C. is the general partner of Polaris Venture Partners Entrepreneurs' Fund III, L.P. and has the voting and investment power over such shares and may be deemed the indirect beneficial owner of such shares. The Reporting Person disclaims beneficial ownership of these shares, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

4. The shares are held directly by Polaris Venture Partners Founders' Fund III, L.P. Polaris Venture Management Co. III, L.L.C. is the general partner of Polaris Venture Partners Founders' Fund III, L.P. and has the voting and investment power over such shares and may be deemed the indirect beneficial owner of such shares. The Reporting Person disclaims beneficial ownership of these shares, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

Remarks:

	Polaris Venture Management Co. III, L.L.C., /s/ John Gannon, Attorney-in-Fact	06/30/2014
	Polaris Venture Partners Entrepreneurs' Fund III, L.P., By: Polaris Venture Management Co. III, L.L.C., Its General Partner, /s/ John Gannon, Attorney-in-Fact	06/30/2014
	Polaris Venture Partners Founders' Fund III, L.P., By: Polaris Venture Management Co. III., L.L.C., its General Partner, /s/ John Gannon, Attorney-in-Fact	06/30/2014
	Polaris Venture Partners III, L.P., By: Polaris Venture Management Co. III, L.L.C., Its General Partner, /s/ John Gannon, Attorney-in-Fact	06/30/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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