SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

General Catalyst Group II, L.P.

(Last)

(First)

(Middle)

C/O GENERAL CATALYST PARTNERS

20 CAMBRIDGE ROAD, 4TH FLOOR

(Street)

CAMBRIDGE

02138

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/24/2014

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,400,642	⁽¹⁾	D⁽²⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,164,614	⁽¹⁾	D⁽²⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	739,701	⁽¹⁾	D⁽²⁾
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	88,279	⁽¹⁾	D⁽³⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	43,936	⁽¹⁾	D⁽³⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	27,906	⁽¹⁾	D⁽³⁾

1. Name and Address of Reporting Person^*

General Catalyst Group II, L.P.

(Last)

(First)

(Middle)

C/O GENERAL CATALYST PARTNERS

20 CAMBRIDGE ROAD, 4TH FLOOR

(Street)

CAMBRIDGE

02138

(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^*

General Catalyst GP II, LLC

(Last)

(First)

(Middle)

C/O GENERAL CATALYST PARTNERS

20 CAMBRIDGE ROAD, 4TH FLOOR

(Street)

CAMBRIDGE

02138

(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^*

General Catalyst Partners II, L.P.

(Last)

(First)

(Middle)

C/O GENERAL CATALYST PARTNERS

20 CAMBRIDGE ROAD, 4TH FLOOR

(Street)

CAMBRIDGE

02138

(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^*

GC Entrepreneurs Fund II, L.P.

(Last)

(First)

(Middle)

C/O GENERAL CATALYST PARTNERS

20 CAMBRIDGE ROAD, 4TH FLOOR

(Street)

CAMBRIDGE

02138

(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^*

Fialkow David P

(Last)

(First)

(Middle)

C/O GENERAL CATALYST PARTNERS

20 CAMBRIDGE ROAD, 4TH FLOOR

(Street)

CAMBRIDGE

02138

(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^*

Cutler Joel E

(Last)

(First)

(Middle)

C/O GENERAL CATALYST PARTNERS

20 CAMBRIDGE ROAD, 4TH FLOOR

(Street)

CAMBRIDGE

02138

(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 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.

2. The shares are held by General Catalyst Group II, L.P. ("GCG II"). General Catalyst GP II, LLC ("GC II LLC") is the general partner of General Catalyst Partners II, L.P. ("GC II LP"), which is the general partner of GCG II. Each of GC II LLC and GC II LP disclaims beneficial ownership of the shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares, except to the extent of its pecuniary interest, if any, in the shares. Each of David Fialkow, David Orfao, and Joel Cutler is a Managing Director of GC II LLC and may be deemed to share voting and dispositive power of the shares held by GCG II. Each of the Managing Directors disclaims beneficial ownership of such shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any, in the shares.

3. The shares are held by GC Entrepreneurs Fund II, L.P. ("GC EF II"). GC II LLC is the general partner of GC II LP, which is the general partner of GC EF II. Each of GC II LLC and GC II LP disclaims beneficial ownership of the shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares, except to the extent of its pecuniary interest, if any, in the shares. Each of David Fialkow, David Orfao, and Joel Cutler is a Managing Director of GC II LLC and may be deemed to share voting and dispositive power of the shares held by GC EF II. Each of the Managing Directors disclaims beneficial ownership of such shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any, in the shares.

Remarks:

	General Catalyst Group II, L.P., By: General Catalyst Partners II, L.P., its General Partner, By: General Catalyst GP II, LLC, its General Partner, /s/ William J. Fitzgerald, CFO/COO & Managing Director	06/24/2014
	General Catalyst GP II, LLC, /s/ William J. Fitzgerald, CFO/COO & Managing Director	06/24/2014
	General Catalyst Partners II, L.P., By: General Catalyst GP II, LLC, its General Partner, /s/ William J. Fitzgerald, CFO/COO & Managing Director	06/24/2014
	GC Entrepreneurs Fund II, L.P., By: General Catalyst Partners II, L.P., its General Partner, By: General Catalyst GP II, LLC, its General Partner, /s/ William J. Fitzgerald, CFO/COO & Managing Director	06/24/2014
	/s/ David Fialkow	06/24/2014
	/s/ Joel Cutler	06/24/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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