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*
General Catalyst Group II, L.P.

(Last) (First) (Middle)
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY RD., 4TH FLOOR

(Street)
CAMBRIDGE MA 02138

(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)
08/11/2015
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 08/11/2015 S 1,847,932 D $14.1 2,457,025 D(1)
Common Stock 08/11/2015 S 68,733 D $14.1 91,388 D(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
General Catalyst Group II, L.P.

(Last) (First) (Middle)
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY RD., 4TH FLOOR

(Street)
CAMBRIDGE MA 02138

(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*
General Catalyst Partners II, L.P.

(Last) (First) (Middle)
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY RD., 4TH FLOOR

(Street)
CAMBRIDGE MA 02138

(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*
GC Entrepreneurs Fund II, L.P.

(Last) (First) (Middle)
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY RD., 4TH FLOOR

(Street)
CAMBRIDGE MA 02138

(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*
Cutler Joel E

(Last) (First) (Middle)
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY RD., 4TH FLOOR

(Street)
CAMBRIDGE MA 02138

(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*
Fialkow David P

(Last) (First) (Middle)
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY RD., 4TH FLOOR

(Street)
CAMBRIDGE MA 02138

(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*
General Catalyst GP II, LLC

(Last) (First) (Middle)
20 UNIVERSITY RD., 4TH FLOOR

(Street)
CAMBRIDGE MA 02138

(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. On August 11,2015, General Catalyst Group II,L.P.("GCG II") sold a total of 1,847,932 shares of Common Stock of the Issuer.The remaining shares are held by GCG II.General Catalyst GP II, LLC("GC II LLC") is the general partner of General Catalyst Partners II, L.P.("GC II LP"),which is the general partner of GCG II.Each of GC II LLC and GC II LP disclaims beneficial ownership of the shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares, except to the extent of its pecuniary interest, if any, in the shares.Each of David Fialkow and Joel Cutler is a managing director of GC II LLC and may be deemed to share voting and dispositive power of the shares held by GCG II.Each of the managing directors disclaims beneficial ownership of such shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares,except to the extent of his pecuniary interest, if any, in the shares.
2. On August 11, 2015, GC Entrepreneurs Fund II, L.P. ("GC EF II") sold a total of 68,733 shares of Common Stock of the Issuer. The remaining shares are held by GC EF II. GC II LLC is the general partner of GC II LP, which is the general partner of GC EF II. Each of GC II LLC and GC II LP disclaims beneficial ownership of the shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares, except to the extent of its pecuniary interest, if any, in the shares. Each of David Fialkow and Joel Cutler is a managing director of GC II LLC and may be deemed to share voting and dispositive power of the shares held by GC EF II. Each of the managing directors disclaims beneficial ownership of such shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any, in the shares.
Remarks:
/s/ Christopher McCain, as attorney in fact 08/13/2015
/s/ William J. Fitzgerald, Member, COO and CFO, General Catalyst GP II, LLC, the General Partner for General Catalyst Partners II, L.P. 08/13/2015
/s/ William J. Fitzgerald, Member, COO and CFO, General Catalyst GP II, LLC, the General Partner for General Catalyst Partners II, L.P., the General Partner for General Catalyst Group II, L.P. and GC Entrepreneurs Fund II, L.P. 08/13/2015
/s/ Joel Cutler 08/13/2015
/s/ David Fialkow 08/13/2015
/s/ William J. Fitzgerald, Member, COO and CFO, General Catalyst GP II, LLC 08/13/2015
** 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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