0001209191-19-003484.txt : 20190111 0001209191-19-003484.hdr.sgml : 20190111 20190111200845 ACCESSION NUMBER: 0001209191-19-003484 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190110 FILED AS OF DATE: 20190111 DATE AS OF CHANGE: 20190111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TOLONEN JAMES R CENTRAL INDEX KEY: 0001217124 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35338 FILM NUMBER: 19523475 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: IMPERVA INC CENTRAL INDEX KEY: 0001364962 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 030460133 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3400 BRIDGE PARKWAY CITY: REDWOOD SHORES STATE: CA ZIP: 94065 BUSINESS PHONE: 650-345-9000 MAIL ADDRESS: STREET 1: 3400 BRIDGE PARKWAY CITY: REDWOOD SHORES STATE: CA ZIP: 94065 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-01-10 1 0001364962 IMPERVA INC IMPV 0001217124 TOLONEN JAMES R C/O IMPERVA, INC., 3400 BRIDGE PARKWAY REDWOOD SHORES CA 94065 1 0 0 0 Common Stock 2019-01-10 4 D 0 18736 D 0 D Common Stock 2019-01-10 4 D 0 5000 D 0 I See Footnote Restricted Stock Units 2019-01-10 4 D 0 4081 0.00 D 2019-05-23 Common Stock 4081 0 D Stock Option (right to buy) 26.40 2019-01-10 4 D 0 8502 0.00 D 2022-07-24 Common Stock 8502 0 D Stock Option (right to buy) 45.35 2019-01-10 4 D 0 3075 0.00 D 2025-05-05 Common Stock 3075 0 D Stock Option (right to buy) 36.90 2019-01-10 4 D 0 3016 0.00 D 2023-06-04 Common Stock 3016 0 D Stock Option (right to buy) 20.83 2019-01-10 4 D 0 6675 0.00 D 2024-05-05 Common Stock 6675 0 D 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. The shares are owned of record by James R. Tolonen & Ginger Tolonen, trustees for the benefit of the Tolonen Family Trust dated September 26, 1996. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer upon vesting. 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. 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 $249,533.70, 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. 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. 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. 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. /s/ Shulamite White, Attorney-in-Fact 2019-01-11