SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TESSLER ALLAN R

(Last)

(First)

(Middle)

C/O INTERNATIONAL FINANCIAL GROUP

2500 MOOSE-WILSON ROAD

(Street)

WILSON

83014

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IMPERVA INC [ IMPV ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/02/2017		M		1,027⁽¹⁾	A	$0.00	3,488	D
Common Stock								35,000	I	See Footnote⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	02/02/2017		M			1,027	⁽⁴⁾	03/03/2018⁽⁵⁾	Common Stock	1,027	$0.00	1,028	D

Explanation of Responses:

1. Represents the number of shares that were acquired in connection with the settlement of the restricted stock units listed in Table II.

2. The shares are owned of record as follows: (A) 3,250 shares are held by International Financial GP of Nevada, of which the Reporting Person is the sole owner and Chair/CEO; (B) 7,500 shares are held by the Allan R. Tessler Charitable Remainder Unitrust #1 u/a/d 12-16-96, of which the Reporting Person is the sole trustee; (C) 7,500 Shares are held by the Allan R. Tessler Charitable Remainder Unitrust #2 u/a/d 12-16-96, of which the Reporting Person is the sole trustee; (D) 6,750 shares are held by Tessler Family Limited of which the Reporting Person is a limited partner; and (E) 10,000 shares are held by the ART FGT Family Partners Limited, of which the Reporting Person is a limited partner.

3. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer upon vesting.

4. The restricted stock units vest as follows: one-third of the underlying shares vest one year following the vesting commencement date of February 2, 2015 with the remaining two-thirds vesting in equal annual installments over the next two years. The restricted stock units are subject to accelerated vesting as to 100% of such shares following a change in control of the Issuer.

5. The Issuer has up to 30 days following vesting to settle. The actual expiration date will be immediately following settlement.

Remarks:

	/s/ Shulamite White, Attorney-in-Fact	02/03/2017
	** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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