SC 13G/A 1 a16-4390_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Imprivata, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

45323J 10 3

(CUSIP Number)

December 31, 2015

Date of Event Which Requires Filing of the Statement

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

o

Rule 13d-1(b)

o

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 disclosures provided in a prior cover page.

 

The information required on 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. 45323J 10 3

13G

 

 

 

1.

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person

Highland Management Partners VI, Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

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

 

6.

Shared Voting Power
2,797,576

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
2,797,576

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,797,576

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

11.

Percent of Class Represented by Amount in Row (9)
11.2%%

 

 

12.

Type of Reporting Person
CO

 

2


 

CUSIP No. 45323J 10 3

13G

 

 

 

1.

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person

Highland Management Partners VI Limited Partnership

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

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

 

6.

Shared Voting Power
2,710,852

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
2,710,852

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,710,852

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.8%

 

 

12.

Type of Reporting Person
PN

 

3


 

CUSIP No. 45323J 10 3

13G

 

 

 

1.

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person

Highland Capital Partners VI Limited Partnership

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

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

 

6.

Shared Voting Power
1,751,129

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,751,129

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,751,129

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.0%

 

 

12.

Type of Reporting Person
PN

 

4


 

CUSIP No. 45323J 10 3

13G

 

 

 

1.

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person

Highland Capital Partners VI-B Limited Partnership

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

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

 

6.

Shared Voting Power
959,723

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
959,723

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
959,723

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

11.

Percent of Class Represented by Amount in Row (9)
3.8%

 

 

12.

Type of Reporting Person
PN

 

5


 

CUSIP No. 45323J 10 3

13G

 

 

 

1.

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person

HEF VI Limited Partnership

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

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

 

6.

Shared Voting Power
86,724

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
86,724

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
86,724

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.3%

 

 

12.

Type of Reporting Person
PN

 

6


 

CUSIP No. 45323J 10 3

13G

 

 

 

1.

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person

Highland Entrepreneurs’ Fund VI Limited Partnership

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

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

 

6.

Shared Voting Power
86,724

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
86,724

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
86,724

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.3%

 

 

12.

Type of Reporting Person
PN

 

7


 

CUSIP No. 45323J 10 3

13G

 

 

Item 1(a)

Name of Issuer
Imprivata, Inc.

Item 1(b)

Address of Issuer’s Principal Executive Offices
10 Maguire Road, Building 1, Suite 125, Lexington, MA 02421

 

Item 2(a)

Name of Person Filing
This statement is being filed by the following persons with respect to the shares (the “Shares”) of common stock (“Common Stock”) of the Issuer directly owned by Highland Capital Partners VI Limited Partnership (“HCP VI”), Highland Capital Partners VI-B Limited Partnership (“HCP VI-B”) and Highland Entrepreneurs’ Fund VI Limited Partnership (“HEF VI,” and together with HCP VI and HCP VI-B, the “Highland Entities”).

 

(a) Highland Management Partnership VI Limited Partnership (“HMP VI LP”), the general partner of the Highland Entities;   

 

(b) Highland Management Partners VI, Inc. (“HMP VI INC”), the general partner of HMP VI LP;

 

(c) HCP VI, which directly owns 1,751,129 Shares;

 

(d) HCP VI-B, which directly owns 959,723 Shares; and

 

(e) HEF VI Limited Partnership (“HEF VI LP”), the general partner of HEF VI;

 

(f) HEF VI, which directly owns 86,724 Shares.

 

HMP VI INC, HMP VI LP, HCP VI, HCP VI-B, HEF VI LP and HEF VI are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”

Item 2(b)

Address of Principal Business Office
The address of each of the reporting persons is:

c/o Highland Capital Partners LLC

One Broadway, 16th Floor

Cambridge, Massachusetts 02142

Item 2(c)

Citizenship

 

HCP VI

 

Delaware

 

HCP VI-B

 

Delaware

 

HEF VI

 

Delaware

 

HEF VI LP

 

Delaware

 

HMP VI LP

 

Delaware

 

HMP VI INC

 

Delaware

 

 

Item 2(d)

Title of Class of Securities
Common Stock, $0.001 par value

 

8


 

CUSIP No. 45323J 10 3

13G

 

 

 

Item 2(e)

CUSIP Number
45323J 10 3

 

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.

 

 

Item 4

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

For HMP VI INC:

 

(a)

Amount beneficially owned:   

2,797,576 shares of Common Stock

 

(b)

Percent of class:   

11.2%

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

0

 

 

(ii)

Shared power to vote or to direct the vote:    

2,797,576

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

2,797,576

For HMP VI LP:

 

(a)

Amount beneficially owned:   

2,797,576 shares of Common Stock

 

(b)

Percent of class:   

11.2%

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

0

 

 

(ii)

Shared power to vote or to direct the vote:    

2,797,576

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

0

 

9


 

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

2,797,576

For HCP VI:

 

(a)

Amount beneficially owned:   

1,751,129 shares of Common Stock

 

(b)

Percent of class:   

7.0%

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

0

 

 

(ii)

Shared power to vote or to direct the vote:    

1,751,129

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

1,751,129

For HCP VI-B:

 

(a)

Amount beneficially owned:   

959,723 shares of Common Stock

 

(b)

Percent of class:   

3.8%

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

0

 

 

(ii)

Shared power to vote or to direct the vote:    

959,723

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

959,723

For HEF VI LP:

 

(a)

Amount beneficially owned:   

86,724 shares of Common Stock

 

(b)

Percent of class:   

0.3%

 

10


 

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

0

 

 

(ii)

Shared power to vote or to direct the vote:    

86,724

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

86,724

For HEF VI:

 

(a)

Amount beneficially owned:   

86,724 shares of Common Stock

 

(b)

Percent of class:   

0.3%

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

0

 

 

(ii)

Shared power to vote or to direct the vote:    

86,724

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

86,724

 

 

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.

 

11


 

 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

 

Not applicable.

 

Item 8

Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9

Notice of Dissolution of Group

 

Not applicable.

 

12


 

CUSIP No. 45323J 10 3

13G

 

 

 

 

Item 10

Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

SIGNATURE

 

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

 

DATED: February 16, 2016.

 

 

Highland Capital Partners VI Limited Partnership

 

 

 

By:

Highland Management Partners VI Limited Partnership, its General Partner

 

 

 

 

By:

Highland Management Partners VI, Inc., its General Partner

 

 

 

 

 

 

By:

/s/ Patrick Cammarata

 

 

 

Authorized Manager

 

 

 

Highland Capital Partners VI-B Limited Partnership

 

 

 

By:

Highland Management Partners VI Limited Partnership, its General Partner

 

 

 

 

By:

Highland Management Partners VI, Inc., its General Partner

 

 

 

 

 

 

By:

/s/ Patrick Cammarata

 

 

 

Authorized Manager

 

 

 

Highland Entrepreneurs’ Fund VI Limited Partnership

 

 

 

By:

HEF VI Limited Partnership, its General Partner

 

 

 

 

By:

Highland Management Partners VI, Inc., its General Partner

 

 

 

 

 

 

By:

/s/ Patrick Cammarata

 

 

 

Authorized Manager

 

13


 

 

HEF VI Limited Partnership

 

 

 

By:

Highland Management Partners VI, Inc., its General Partner

 

 

 

 

 

 

 

 

By:

/s/ Patrick Cammarata

 

 

 

Authorized Manager

 

 

 

Highland Management Partners VI Limited Partnership

 

 

 

By:

Highland Management Partners VI, Inc., its General Partner

 

 

 

 

 

 

 

 

By:

/s/ Patrick Cammarata

 

 

 

Authorized Manager

 

 

 

Highland Management Partners VI, Inc.

 

 

 

 

 

 

By:

/s/ Patrick Cammarata

 

 

 

Authorized Manager

 

 

 

14


 

CUSIP No. 45323J 10 3

 

 

 

EXHIBIT I

 

JOINT FILING AGREEMENT

 

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, 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 the shares of Common Stock of Imprivata, Inc.

 

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

 

EXECUTED as of this 16th day of February, 2016.

 

 

Highland Capital Partners VI Limited Partnership

 

 

 

By:

Highland Management Partners VI Limited Partnership, its General Partner

 

 

 

 

By:

Highland Management Partners VI, Inc., its General Partner

 

 

 

 

 

 

By:

/s/ Patrick Cammarata

 

 

 

Authorized Manager

 

 

 

Highland Capital Partners VI-B Limited Partnership

 

 

 

By:

Highland Management Partners VI Limited Partnership, its General Partner

 

 

 

 

By:

Highland Management Partners VI, Inc., its General Partner

 

 

 

 

 

 

By:

/s/ Patrick Cammarata

 

 

 

Authorized Manager

 

 

 

Highland Entrepreneurs’ Fund VI Limited Partnership

 

 

 

By:

Highland Management Partners VI Limited Partnership, its General Partner

 

 

 

 

By:

Highland Management Partners VI, Inc., its General Partner

 

 

 

 

 

 

By:

/s/ Patrick Cammarata

 

 

 

Authorized Manager

 

15


 

 

HEF VI Limited Partnership

 

 

 

By:

Highland Management Partners VI, Inc., its General Partner

 

 

 

 

 

 

 

 

By:

/s/ Patrick Cammarata

 

 

 

Authorized Manager

 

 

 

Highland Management Partners VI Limited Partnership

 

 

 

By:

Highland Management Partners VI, Inc., its General Partner

 

 

 

 

 

 

 

 

By:

/s/ Patrick Cammarata

 

 

 

Authorized Manager

 

 

 

Highland Management Partners VI, Inc.

 

 

 

 

 

 

By:

/s/ Patrick Cammarata

 

 

 

Authorized Manager

 

 

 

16