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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 | ||||||||
Restricted Stock Units | (3) | 05/16/2016 | M | 938 | (4) | 02/04/2023(5) | Common Stock | 938 | $ 0 | 2,812 | D | ||||
Restricted Stock Units | (3) | 05/16/2016 | M | 1,875 | (6) | 02/03/2024(5) | Common Stock | 1,875 | $ 0 | 13,125 | D | ||||
Restricted Stock Units | (3) | 05/16/2016 | M | 6,500 | (7) | 02/02/2025(5) | Common Stock | 6,500 | $ 0 | 13,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Schmid Terrence J. C/O IMPERVA, INC. 3400 BRIDGE PARKWAY, SUITE 200 REDWOOD SHORES, CA 94065 |
Chief Financial Officer |
/s/ Shulamite White, Attorney-in-Fact | 05/17/2016 | |
**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) | Represents the number of shares that were acquired in connection with the settlement of the restricted stock units listed in Table II. |
(2) | Represents a weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from $33.92 to $34.04. The reporting person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range. |
(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: 25% of the underlying shares vest one year following the vesting commencement date of February 15, 2013, with the remaining 75% vesting in equal quarterly installments over the next three 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. |
(6) | The restricted stock units vest as follows: 50% of the underlying shares vest two years following the vesting commencement date of February 15, 2014, with the remaining 50% vesting in equal quarterly 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. |
(7) | The restricted stock units vest as follows: 25% of the underlying shares vested on February 15, 2016, with the remaining 75% vesting in three equal quarterly installments thereafter. The restricted stock units are subject to accelerated vesting in the event of a termination of employment of the Reporting Person under certain circumstances following a change in control of the issuer. |