0001209191-19-003476.txt : 20190111
0001209191-19-003476.hdr.sgml : 20190111
20190111200520
ACCESSION NUMBER: 0001209191-19-003476
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: Hylen Christopher
CENTRAL INDEX KEY: 0001581717
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35338
FILM NUMBER: 19523447
MAIL ADDRESS:
STREET 1: C/O IMPERVA, INC.
STREET 2: 3400 BRIDGE PARKWAY
CITY: REDWOOD SHORES
STATE: CA
ZIP: 94065
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
0001581717
Hylen Christopher
C/O IMPERVA, INC.
3400 BRIDGE PARKWAY
REDWOOD SHORES
CA
94065
1
1
0
0
President and CEO
Common Stock
2019-01-09
4
M
0
130024
0.00
A
148749
D
Common Stock
2019-01-10
4
D
0
148749
D
0
D
Restricted Stock Units
2019-01-09
4
A
0
130024
0.00
A
2028-02-13
Common Stock
130024
130024
D
Restricted Stock Units
2019-01-09
4
M
0
130024
0.00
D
2028-02-13
Common Stock
130024
0
D
Restricted Stock Units
2019-01-10
4
D
0
27064
0.00
D
2028-08-02
Common Stock
27064
0
D
Restricted Stock Units
2019-01-10
4
D
0
69575
0.00
D
2027-08-17
Common Stock
69575
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 granted performance-based restricted stock units 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).
The restricted stock units vest as follows: 25% of the underlying shares vest one year following the vesting commencement date of August 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.
The restricted stock units vest as follows: 25% of the underlying shares vest one year following the vesting commencement date of August 15, 2017, 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