0000899243-16-029319.txt : 20160920 0000899243-16-029319.hdr.sgml : 20160920 20160920062320 ACCESSION NUMBER: 0000899243-16-029319 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160916 FILED AS OF DATE: 20160920 DATE AS OF CHANGE: 20160920 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Imprivata Inc CENTRAL INDEX KEY: 0001328015 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kalowski Jeffrey CENTRAL INDEX KEY: 0001608600 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36516 FILM NUMBER: 161892939 MAIL ADDRESS: STREET 1: 10 MAGUIRE ROAD STREET 2: BUILDING 1, SUITE 125 CITY: LEXINGTON STATE: MA ZIP: 02421 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-09-16 1 0001328015 Imprivata Inc IMPR 0001608600 Kalowski Jeffrey C/O IMPRIVATA, INC. 10 MAGUIRE ROAD, BUILDING 1, SUITE 125 LEXINGTON MA 02421 0 1 0 0 Chief Financial Officer Common Stock 2016-09-16 4 D 0 209877 D 0 D Stock Option (Right to Buy) 7.98 2016-09-16 4 U 0 40666 17.33 D 2016-09-16 2021-09-30 Common Stock 40666 0 D Stock Option (Right to Buy) 13.55 2016-09-16 4 U 0 36900 5.70 D 2016-09-16 2021-09-30 Common Stock 36900 0 D Stock Option (Right to Buy) 13.55 2016-09-16 4 U 0 143100 5.70 D 2016-09-16 2021-09-30 Common Stock 143100 0 D Stock Option (Right to Buy) 11.52 2016-09-16 4 U 0 8334 7.73 D 2016-09-16 2021-09-30 Common Stock 8334 0 D Stock Option (Right to Buy) 11.52 2016-09-16 4 U 0 191666 7.73 D 2016-09-16 2021-09-30 Common Stock 191666 0 D Stock Option (Right to Buy) 3.15 2016-09-16 4 U 0 16666 16.10 D 2016-09-16 2021-09-30 Common Stock 16666 0 D Disposed of pursuant to the Agreement and Plan of Merger between the Issuer, Project Brady Merger Sub, Inc. and Project Brady Holdings, LLC (the "Merger Agreement"), whereby, at the effective time of the merger contemplated therein (the "Effective Time"), all issued and outstanding shares of the Issuer's common stock were converted into the right to receive $19.25 per share in cash and, when so converted, automatically cancelled. Pursuant to the terms of the Agreement and Plan of Merger by and among Imprivata, Inc., Project Brady Merger Sub, Inc., and Project Brady Holdings, LLC, dated July 13, 2016, each unvested Company Common Stock Option shall immediately vest and become exercisable immediately prior to the Closing. At the Effective Time, each Company Common Stock Option having a per share exercise price less than $19.25 shall be cancelled for the right to receive in cash an amount per share equal to $19.25 less the exercise price. Stock options held under 2014 Incentive Stock Option Agreement. Stock options held under 2014 Non-Qualified Stock Option Agreement. Stock options held under 2002 Incentive Stock Option Agreement for employees. /s/ John Milton, as Attorney-in-Fact for Jeffrey Kalowski 2016-09-16