0001209191-19-003475.txt : 20190111 0001209191-19-003475.hdr.sgml : 20190111 20190111200446 ACCESSION NUMBER: 0001209191-19-003475 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190109 FILED AS OF DATE: 20190111 DATE AS OF CHANGE: 20190111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BURNS MIKE CENTRAL INDEX KEY: 0001409173 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35338 FILM NUMBER: 19523445 MAIL ADDRESS: STREET 1: VOLTERRA SEMICONDUCTOR STREET 2: 3839 SPINNAKER CT CITY: FREMONT STATE: CA ZIP: 94538 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 2019-01-09 1 0001364962 IMPERVA INC IMPV 0001409173 BURNS MIKE C/O IMPERVA, INC. 3400 BRIDGE PARKWAY REDWOOD SHORES CA 94065 0 1 0 0 CFO and Treasurer Common Stock 2019-01-09 4 M 0 57584 0.00 A 58701 D Common Stock 2019-01-10 4 D 0 58701 D 0 D Restricted Stock Units 2019-01-09 4 A 0 57584 0.00 A 2028-02-13 Common Stock 57584 57584 D Restricted Stock Units 2019-01-09 4 M 0 57584 0.00 D 2028-02-13 Common Stock 57584 0 D Restricted Stock Units 2019-01-10 4 D 0 47900 0.00 D 2028-01-01 Common Stock 47900 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. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer upon vesting. On February 14, 2018, the Compensation Committee of the Board of Directors confirmed that the performance-based restricted stock units awarded to the Reporting Person on January 2, 2018 in connection with his employment were subject to the Issuer's achievement of performance conditions for the year ended December 31, 2018. On January 9, 2019, the Compensation Committee determined that the performance conditions had been achieved at 118% of the target and awarded the restricted stock units, which vest as to 12.5% of the underlying shares on February 15, 2019, with the remainder vesting quarterly in 12.5% increments. The restricted stock units are subject to accelerated vesting in the event of a termination of employment under certain circumstances, including a termination following a change in control of the Issuer. Pursuant to the Merger Agreement, the unvested RSUs were cancelled and converted into the right to receive $55.75 in cash per unvested RSU, payable following satisfaction of the underlying vesting conditions of such unvested RSU (including all vesting schedules and acceleration provisions as in effect on the date of the Merger Agreement or as otherwise provided by the terms of the Merger Agreement). On December 12, 2018, the Compensation Committee accelerated the vesting of 900 restricted stock units that were granted to Mr. Burns on January 2, 2018. The restricted stock units vest as follows: 25% of the underlying shares vest one year following the vesting commencement date of February 15, 2018, with the remaining 75% vesting in equal quarterly installments over the next three years. The restricted stock units are subject to accelerated vesting in the event of a termination of employment under certain circumstances, including a termination following a change in control of the Issuer. /s/ Shulamite White, Attorney-in-Fact 2019-01-11