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*
POLARIS VENTURE MANAGEMENT CO III LLC

(Last) (First) (Middle)
1000 WINTER STREET, SUITE 3350

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Imprivata Inc [ IMPR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/16/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 09/16/2016 D 69,076 D (1) 0 I(2) See Footnote(2)
Common Stock 09/16/2016 D 42,002 D (1) 0 I(3) See Footnote(3)
Common Stock 09/16/2016 D 2,686,498 D (1) 0 I(4) See Footnote(4)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
POLARIS VENTURE MANAGEMENT CO III LLC

(Last) (First) (Middle)
1000 WINTER STREET, SUITE 3350

(Street)
WALTHAM MA 02451

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
POLARIS VENTURE PARTNERS ENTREPRENEURS FUND III LP

(Last) (First) (Middle)
1000 WINTER STREET, SUITE 3350

(Street)
WALTHAM MA 02451

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
POLARIS VENTURE PARTNERS FOUNDERS FUND III LP

(Last) (First) (Middle)
1000 WINTER STREET, SUITE 3350

(Street)
WALTHAM MA 02451

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
POLARIS VENTURE PARTNERS III LP

(Last) (First) (Middle)
1000 WINTER STREET, SUITE 3350

(Street)
WALTHAM MA 02451

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Disposed of pursuant to the Agreement and Plan of Merger between the Issuer, Project Brady Merger Sub, Inc. and Project Brady Holdings, LLC (the "Merger Agreement"), whereby, at the effective time of the merger contemplated therein (the "Effective Time"), all issued and outstanding shares of the Issuer's common stock were converted into the right to receive $19.25 per share in cash and, when so converted, automatically cancelled.
2. The shares are held directly by Polaris Venture Partners Entrepreneurs' Fund III, L.P. Polaris Venture Management Co. III, L.L.C. ("PVM") is the general partner of Polaris Venture Partners Entrepreneurs' Fund III, L.P. and has the voting and investment power over these shares and may be deemed the indirect beneficial owner of these shares. The Reporting Persons disclaim beneficial ownership of these shares, except to the extent of their pecuniary interests therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for Section 16 or any other purpose.
3. The shares are held directly by Polaris Venture Partners Founders' Fund III, L.P. PVM is the general partner of Polaris Venture Partners Founders' Fund III, L.P. and has the voting and investment power over these shares and may be deemed the indirect beneficial owner of these shares. The Reporting Persons disclaim beneficial ownership of these shares, except to the extent of their pecuniary interests therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for Section 16 or any other purpose.
4. The shares are held directly by Polaris Venture Partners III, L.P. PVM is the general partner of Polaris Venture Partners III, L.P. is the general partner of Polaris Venture Partners III, L.P. and has the voting and investment power over these shares and may be deemed the indirect beneficial owner of these shares. The Reporting Persons disclaim beneficial ownership of these shares, except to the extent of their pecuniary interests therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for Section 16 or any other purpose.
Remarks:
Exhibit 24 - Power of Attorney - Polaris Venture Management Co. III, L.L.C.
POLARIS VENTURE MANAGEMENT CO. III, LLC, /s/ Mary Blair, Mary Blair, Attorney-in-Fact for Polaris Venture Management Co. III, L.L.C. 09/19/2016
POLARIS VENTURE PARTNERS ENTREPRENEURS' FUND III, L.P., BY: POLARIS VENTURE MANAGEMENT CO. III, LLC, Its General Partner, /s/ Mary Blair, Mary Blair, Attorney-in-Fact for Polaris Venture Management Co. III, L.L.C. 09/19/2016
POLARIS VENTURE PARTNERS FOUNDERS' FUND III, L.P., BY: POLARIS VENTURE MANAGEMENT CO. III, LLC, Its General Partner, /s/ Mary Blair, Mary Blair, Attorney-in-Fact for Polaris Venture Management Co. III, L.L.C. 09/19/2016
POLARIS VENTURE PARTNERS III, L.P., BY: POLARIS VENTURE MANAGEMENT CO. III, LLC, Its General Partner, /s/ Mary Blair, Mary Blair, Attorney-in-Fact for Polaris Venture Management Co. III, L.L.C. 09/19/2016
** 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).
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