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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* VENROCK ASSOCIATES III LP (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVE. (Street) PALO ALTO CA 94304 (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) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/15/2011
	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	11/15/2011		C		1,314,000	A	(1)	1,467,369	I	By Funds(2)
Common Stock	11/15/2011		C		471,835	A	(3)	1,939,204	I	By Funds(4)
Common Stock	11/15/2011		C		192,790	A	(5)	2,131,994	I	By Funds(6)

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
Series B Convertible Preferred Stock	(1)	11/15/2011		C			1,314,000	(1)	(1)	Common Stock	1,314,000	$0	0	I	By Funds(7)
Series C Convertible Preferred Stock	(3)	11/15/2011		C			471,835	(3)	(3)	Common Stock	471,835	$0	0	I	By Funds(8)
Series D Convertible Preferred Stock	(5)	11/15/2011		C			192,790	(5)	(5)	Common Stock	192,790	$0	0	I	By Funds(9)

1. Name and Address of Reporting Person* VENROCK ASSOCIATES III LP (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVE. (Street) PALO ALTO CA 94304 (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* VENROCK ASSOCIATES (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVE. (Street) PALO ALTO CA 94304 (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* VENROCK ENTREPRENEURS FUND III LP (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVE. (Street) PALO ALTO CA 94304 (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* VENROCK MANAGEMENT III LLC (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVE. (Street) PALO ALTO CA 94304 (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* VEF MANAGEMENT III LLC (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVE. (Street) PALO ALTO CA 94304 (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. Each share of Series B Convertible Preferred Stock ("Series B Preferred") was automatically converted into one share of Common Stock upon the closing of the Issuer's initial public offering and had no expiration date.

2. Consists of (i) 1,173,895 shares of Common Stock held by Venrock Associates III, L.P. ("VA III"), (ii) 264,127 shares of Common Stock held by Venrock Associates ("VA"), and (iii) 29,347 shares of Common Stock held by Venrock Entrepreneurs Fund III, L.P. ("VEF III"). Venrock Management III, LLC ("VM III") is the general partner of VA III. VEF Management III, LLC ("VEFM") is the general partner of VEF III. VM III and VEFM disclaim beneficial ownership of these securities except to the extent of their respective pro-rata pecuniary interest therein.

3. Each share of Series C Convertible Preferred Stock ("Series C Preferred") was automatically converted into one share of Common Stock upon the closing of the Issuer's initial public offering and had no expiration date.

4. Consists of (i) 1,551,364 shares of Common Stock held by VA III, (ii) 349,057 shares of Common Stock held by VA, and (iii) 38,783 shares of Common Stock held by VEF III. VM III is the general partner of VA III. VEFM is the general partner of VEF III. VM III and VEFM disclaim beneficial ownership of these securities except to the extent of their respective pro-rata pecuniary interest therein.

5. Each share of Series D Convertible Preferred Stock ("Series D Preferred") was automatically converted into one share of Common Stock upon the closing of the Issuer's initial public offering and had no expiration date.

6. Consists of (i) 1,705,597 shares of Common Stock held by VA III, (ii) 383,759 shares of Common Stock held by VA, and (iii) 42,638 shares of Common Stock held by VEF III. VM III is the general partner of VA III. VEFM is the general partner of VEF III. VM III and VEFM disclaim beneficial ownership of these securities except to the extent of their respective pro-rata pecuniary interest therein.

7. Consists of (i) 1,051,200 shares of Series B Preferred held by VA III, (ii) 236,520 shares of Series B Preferred held by VA, and (iii) 26,280 shares of Series B Preferred held by VEF III. VM III is the general partner of VA III. VEFM is the general partner of VEF III. VM III and VEFM disclaim beneficial ownership of these securities except to the extent of their pro-rata pecuniary interest therein.

8. Consists of (i) 377,469 shares of Series C Preferred held by VA III, (ii) 84,930 shares of Series C Preferred held by VA, and (iii) 9,436 shares of Series C Preferred held by VEF III. VM III is the general partner of VA III. VEFM is the general partner of VEF III. VM III and VEFM disclaim beneficial ownership of these securities except to the extent of their pro-rata pecuniary interest therein.

9. Consists of (i) 154,233 shares of Series D Preferred held by VA III, (ii) 34,702 shares of Series D Preferred held by VA, and (iii) 3,855 shares of Series D Preferred held by VEF III. VM III is the general partner of VA III. VEFM is the general partner of VEF III. VM III and VEFM disclaim beneficial ownership of these securities except to the extent of their pro-rata pecuniary interest therein.

Remarks:

	/s/ David L. Stepp, authorized signatory	11/15/2011
	** 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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