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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KRAMER SHLOMO C/O IMPERVA, INC. 3400 BRIDGE PARKWAY, STE. 200 REDWOOD SHORES, CA 94065 |
X | President and CEO |
Tram Phi, Attorney-in-Fact | 11/07/2012 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Entities affiliated with Greylock Partners (the "Greylock Entities") made a pro rata distribution to its partners for no consideration of an aggregate of 747,413 shares of common stock of the Issuer on November 5, 2012 (the "Distribution"). Following the Distribution, the Greylock Entities no longer hold any shares of the Issuer. |
(2) | Pro rata distribution from Greylock XII Limited Partnership, of which the Reporting Person is a limited partner. |
(3) | Includes 448,279 shares that are subject to a right of repurchase held by the Issuer. The right of repurchase will lapse with respect to 210,954 shares on September 30, 2015. The remaining shares are a part of a restricted stock purchase agreement for 632,865 shares, and the right of repurchase lapsed or will lapse according to the following schedule: 25% of the 632,865 shares lapsed on May 1, 2011, with the remaining 75% lapsing in 12 equal quarterly installments thereafter. The right of repurchase will lapse in the event of a termination of employment of the Reporting Person under certain circumstances following a change in control of the Issuer. |
(4) | The shares are owned of record by HAPRI LIMITED, an investment holding company. The Reporting Person is one of two directors of HAPRI LIMITED. All of HAPRI LIMITED's shares are ultimately controlled by a trust of which the Reporting Person is the sole grantor and sole beneficiary during his life. |