0001144204-12-006494.txt : 20120208 0001144204-12-006494.hdr.sgml : 20120208 20120208062141 ACCESSION NUMBER: 0001144204-12-006494 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120208 DATE AS OF CHANGE: 20120208 GROUP MEMBERS: CASEY M. TANSEY GROUP MEMBERS: CHRISTOPHER RUST GROUP MEMBERS: DAVID LIDDLE GROUP MEMBERS: IRWIN FEDERMAN GROUP MEMBERS: JONATHAN D. ROOT GROUP MEMBERS: PHILIP M. YOUNG GROUP MEMBERS: PRESIDIO MANAGEMENT GROUP VIII, L.L.C. GROUP MEMBERS: STEVEN M. KRAUSZ GROUP MEMBERS: USVP ENTREPRENEUR PARTNERS VIII-A, L.P. GROUP MEMBERS: USVP ENTREPRENEUR PARTNERS VIII-B, L.P. GROUP MEMBERS: USVP VIII AFFILIATES FUND, L.P. GROUP MEMBERS: WINSTON FU SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IMPERVA INC CENTRAL INDEX KEY: 0001364962 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 030460133 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86616 FILM NUMBER: 12579694 BUSINESS ADDRESS: STREET 1: 3400 BRIDGE PARKWAY, SUITE 200 CITY: REDWOOD SHORES STATE: CA ZIP: 94065 BUSINESS PHONE: 650-345-9000 MAIL ADDRESS: STREET 1: 3400 BRIDGE PARKWAY, SUITE 200 CITY: REDWOOD SHORES STATE: CA ZIP: 94065 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: US VENTURE PARTNERS VIII L P CENTRAL INDEX KEY: 0001225444 IRS NUMBER: 912090473 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2735 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650 854 9080 MAIL ADDRESS: STREET 1: 2735 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G 1 v301480_sc13g.htm SC 13G

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. _____)*

 

Imperva, Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
45321L100
(CUSIP Number)
 
December 31, 2011
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed: 

 

¨ Rule 13d-1(b) 

 

¨ Rule 13d-1(c) 

 

x Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

 

Page 1 of 21 Pages

Exhibit Index Contained on Page 19

 

 
 

 

CUSIP NO. 45321L100 13 G Page 2 of 21

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

U.S. Venture Partners VIII, L.P. (“USVP VIII”)

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   ¨   (b)   x   

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5

SOLE VOTING POWER
2,078,200 shares; except that Presidio Management Group VIII, L.L.C. (“PMG VIII”), the general partner of USVP VIII, may be deemed to have sole power to vote such shares, and Irwin Federman (“Federman”), Winston Fu (“Fu”), Steven M. Krausz (“Krausz”), David Liddle (“Liddle”), Jonathan D. Root (“Root”), Christopher Rust (“Rust”), Casey M. Tansey (“Tansey”) and Philip M. Young (“Young”), the managing members of PMG VIII, may be deemed to have shared power to vote such shares.

 

  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
2,078,200 shares; except that PMG VIII, the general partner of USVP VIII, may be deemed to have the sole power to dispose of such shares, and Federman, Fu, Krausz, Liddle, Root, Rust, Tansey and Young, the managing members of PMG VIII, may be deemed to have shared power to dispose of such shares.
  8

SHARED DISPOSITIVE POWER
See response to row 7.

 

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON		 2,078,200
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* 		 ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 9.4%
12 TYPE OF REPORTING PERSON*

 PN

 

 
 

 

CUSIP NO. 45321L100 13 G Page 3 of 21

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

USVP VIII Affiliates Fund, L.P. (“USVP VIII AF”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)     ¨      (b)     x     

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
18,604 shares; except that PMG VIII, the general partner of USVP VIII AF, may be deemed to have sole power to vote such shares, and Federman, Fu, Krausz, Liddle, Root, Rust, Tansey and Young, the managing members of PMG VIII, may be deemed to have shared power to vote such shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
18,604 shares; except that PMG VIII, the general partner of USVP VIII AF, may be deemed to have sole power to dispose of such shares, and Federman, Fu, Krausz, Liddle, Root, Rust, Tansey and Young, the managing members of PMG VIII, may be deemed to have shared power to dispose of such shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON		 18,604
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*		 ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 0.1%
12 TYPE OF REPORTING PERSON*

 PN

 

 
 

 

CUSIP NO. 45321L100 13 G Page 4 of 21

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

USVP Entrepreneur Partners VIII-A, L.P. (“USVP EP VIII-A”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)     ¨      (b)     x     

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
19,206 shares; except that PMG VIII, the general partner of USVP EP VIII-A, may be deemed to have sole power to vote such shares, and Federman, Fu, Krausz, Liddle, Root, Rust, Tansey and Young, the managing members of PMG VIII, may be deemed to have shared power to vote such shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
19,206 shares; except that PMG VIII, the general partner of USVP EP VIII-A, may be deemed to have sole power to dispose of such shares, and Federman, Fu, Krausz, Liddle, Root, Rust, Tansey and Young, the managing members of PMG VIII, may be deemed to have shared power to dispose of such shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON		 19,206
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*		 ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 0.1%
12 TYPE OF REPORTING PERSON*

 PN

 

 
 

 

CUSIP NO. 45321L100 13 G Page 5 of 21

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

USVP Entrepreneur Partners VIII-B, L.P. (“USVP EP VIII-B”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)      ¨      (b)      x      

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
9,733 shares; except that PMG VIII, the general partner of USVP EP VIII-B, may be deemed to have sole power to vote such shares, and Federman, Fu, Krausz, Liddle, Root, Rust, Tansey and Young, the managing members of PMG VIII, may be deemed to have shared power to vote such shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
9,733 shares; except that PMG VIII, the general partner of USVP EP VIII-B, may be deemed to have sole power to dispose of such shares, and Federman, Fu, Krausz, Liddle, Root, Rust, Tansey and Young, the managing members of PMG VIII, may be deemed to have shared power to dispose of such shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON		 9,733
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*		 ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 0.0%
12 TYPE OF REPORTING PERSON*

 PN

 

 
 

 

CUSIP NO. 45321L100 13 G Page 6 of 21

 

1

NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Presidio Management Group VIII, L.L.C. (“PMG VIII”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)     ¨      (b)     x     

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
2,125,743 shares, of which 2,078,200 are directly owned by USVP VIII, 18,604 are directly owned by USVP VIII AF, 19,206 are directly owned by USVP EP VIII-A and 9,733 are directly owned by USVP EP VIII-B.  PMG VIII, the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B, may be deemed to have sole power to vote such shares, and Federman, Fu, Krausz, Liddle, Root, Rust, Tansey and Young, the managing members of PMG VIII, may be deemed to have shared power to vote such shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
2,125,743 shares, of which 2,078,200 are directly owned by USVP VIII, 18,604 are directly owned by USVP VIII AF, 19,206 are directly owned by USVP EP VIII-A and 9,733 are directly owned by USVP EP VIII-B.  PMG VIII, the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B, may be deemed to have sole power to dispose of such shares, and Federman, Fu, Krausz, Liddle, Root, Rust, Tansey and Young, the managing members of PMG VIII, may be deemed to have shared power to dispose of such shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON		 2,125,743
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*		 ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 9.6%
12 TYPE OF REPORTING PERSON*

 OO

 

 
 

 

CUSIP NO. 45321L100 13 G Page 7 of 21

 

1

NAME OF REPORTING PERSON

 

Irwin Federman

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)      ¨       (b)      x      

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 5 SOLE VOTING POWER
0 shares
6 SHARED VOTING POWER
2,125,743 shares, of which 2,078,200 are directly owned by USVP VIII, 18,604  are directly owned by USVP VIII AF, 19,206 are directly owned by USVP EP VIII-A and 9,733 are directly owned by USVP EP VIII-B.  PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Federman, a managing member of PMG VIII, may be deemed to have shared power to vote such shares.
7 SOLE DISPOSITIVE POWER
0 shares
8 SHARED DISPOSITIVE POWER
2,125,743 shares, of which 2,078,200 are directly owned by USVP VIII, 18,604  are directly owned by USVP VIII AF, 19,206 are directly owned by USVP EP VIII-A and 9,733 are directly owned by USVP EP VIII-B.  PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Federman, a managing member of PMG VIII, may be deemed to have shared power to dispose of such shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON		 2,125,743
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*		 ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 9.6%
12 TYPE OF REPORTING PERSON*

 IN

 

 
 

 

CUSIP NO. 45321L100 13 G Page 8 of 21

 

1

NAME OF REPORTING PERSON

 

Winston Fu

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)     ¨      (b)     x     

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF 5 SOLE VOTING POWER
0 shares
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 6 SHARED VOTING POWER
2,125,743 shares, of which 2,078,200 are directly owned by USVP VIII, 18,604  are directly owned by USVP VIII AF, 19,206 are directly owned by USVP EP VIII-A and 9,733 are directly owned by USVP EP VIII-B.  PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Fu, a managing member of PMG VIII, may be deemed to have shared power to vote such shares.
  7 SOLE DISPOSITIVE POWER
0 shares
  8 SHARED DISPOSITIVE POWER
2,125,743 shares, of which 2,078,200 are directly owned by USVP VIII, 18,604 are directly owned by USVP VIII AF, 19,206 are directly owned by USVP EP VIII-A and 9,733 are directly owned by USVP EP VIII-B.  PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Fu, a managing member of PMG VIII, may be deemed to have shared power to dispose of such shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON		 2,125,743
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*		 ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 9.6%
12 TYPE OF REPORTING PERSON*

 IN

 

 
 

 

CUSIP NO. 45321L100 13 G Page 9 of 21

 

1

NAME OF REPORTING PERSON

 

Steven M. Krausz

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)      ¨       (b)      x      

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF 5 SOLE VOTING POWER
0 shares
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 6 SHARED VOTING POWER
2,125,743 shares, of which 2,078,200 are directly owned by USVP VIII, 18,604 are directly owned by USVP VIII AF, 19,206 are directly owned by USVP EP VIII-A and 9,733 are directly owned by USVP EP VIII-B.  PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Krausz, a managing member of PMG VIII, may be deemed to have shared power to vote such shares.
  7 SOLE DISPOSITIVE POWER
0 shares
  8 SHARED DISPOSITIVE POWER
2,125,743 shares, of which 2,078,200 are directly owned by USVP VIII, 18,604 are directly owned by USVP VIII AF, 19,206 are directly owned by USVP EP VIII-A and 9,733 are directly owned by USVP EP VIII-B.  PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Krausz, a managing member of PMG VIII, may be deemed to have shared power to dispose of such shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON		 2,125,743
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*		 ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 9.6%
12 TYPE OF REPORTING PERSON*

 IN

 

 
 

 

CUSIP NO. 45321L100 13 G Page 10 of 21

 

1

NAME OF REPORTING PERSON

 

David Liddle

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)      ¨       (b)      x      

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF 5 SOLE VOTING POWER
0 shares
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 6 SHARED VOTING POWER
2,125,743 shares, of which 2,078,200 are directly owned by USVP VIII, 18,604 are directly owned by USVP VIII AF, 19,206 are directly owned by USVP EP VIII-A and 9,733 are directly owned by USVP EP VIII-B.  PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Liddle, a managing member of PMG VIII, may be deemed to have shared power to vote such shares.
  7 SOLE DISPOSITIVE POWER
0 shares
  8 SHARED DISPOSITIVE POWER
2,125,743 shares, of which 2,078,200 are directly owned by USVP VIII, 18,604 are directly owned by USVP VIII AF, 19,206 are directly owned by USVP EP VIII-A and 9,733 are directly owned by USVP EP VIII-B.  PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Liddle, a managing member of PMG VIII, may be deemed to have shared power to dispose of such shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON		 2,125,743
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*		 ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 9.6%
12 TYPE OF REPORTING PERSON*

 IN

 

 
 

 

CUSIP NO. 45321L100 13 G Page 11 of 21

 

1

NAME OF REPORTING PERSON

 

Jonathan D. Root

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)      ¨       (b)      x      

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF 5 SOLE VOTING POWER
0 shares
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 6 SHARED VOTING POWER
2,125,743 shares, of which 2,078,200 are directly owned by USVP VIII, 18,604 are directly owned by USVP VIII AF, 19,206 are directly owned by USVP EP VIII-A and 9,733 are directly owned by USVP EP VIII-B.  PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Root, a managing member of PMG VIII, may be deemed to have shared power to vote such shares.
  7 SOLE DISPOSITIVE POWER
0 shares
  8 SHARED DISPOSITIVE POWER
2,125,743 shares, of which 2,078,200 are directly owned by USVP VIII, 18,604 are directly owned by USVP VIII AF, 19,206 are directly owned by USVP EP VIII-A and 9,733 are directly owned by USVP EP VIII-B.  PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Root, a managing member of PMG VIII, may be deemed to have shared power to dispose of such shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON		 2,125,743
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*		 ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 9.6%
12 TYPE OF REPORTING PERSON*

 IN

 

 
 

 

CUSIP NO. 45321L100 13 G Page 12 of 21

 

1

NAME OF REPORTING PERSON

 

Christopher Rust

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)      ¨       (b)      x      

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF 5 SOLE VOTING POWER
0 shares
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 6 SHARED VOTING POWER
2,125,743 shares, of which 2,078,200 are directly owned by USVP VIII, 18,604 are directly owned by USVP VIII AF, 19,206 are directly owned by USVP EP VIII-A and 9,733 are directly owned by USVP EP VIII-B.  PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Rust, a managing member of PMG VIII, may be deemed to have shared power to vote such shares.
  7 SOLE DISPOSITIVE POWER
0 shares
  8 SHARED DISPOSITIVE POWER
2,125,743 shares, of which 2,078,200 are directly owned by USVP VIII, 18,604 are directly owned by USVP VIII AF, 19,206 are directly owned by USVP EP VIII-A and 9,733 are directly owned by USVP EP VIII-B.  PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Rust, a managing member of PMG VIII, may be deemed to have shared power to dispose of such shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON		 2,125,743
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*		 ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 9.6%
12 TYPE OF REPORTING PERSON*

 IN

 

 
 

 

CUSIP NO. 45321L100 13 G Page 13 of 21

 

1

NAME OF REPORTING PERSON

 

Casey M. Tansey

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)      ¨       (b)      x      

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF 5 SOLE VOTING POWER
0 shares
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 6 SHARED VOTING POWER
2,125,743 shares, of which 2,078,200 are directly owned by USVP VIII, 18,604 are directly owned by USVP VIII AF, 19,206 are directly owned by USVP EP VIII-A and 9,733 are directly owned by USVP EP VIII-B.  PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B.  Tansey, a managing member of PMG VIII, may be deemed to have shared power to vote such shares.
  7 SOLE DISPOSITIVE POWER
0 shares
  8 SHARED DISPOSITIVE POWER
2,125,743 shares, of which 2,078,200 are directly owned by USVP VIII, 18,604 are directly owned by USVP VIII AF, 19,206 are directly owned by USVP EP VIII-A and 9,733 are directly owned by USVP EP VIII-B.  PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B.  Tansey, a managing member of PMG VIII, may be deemed to have shared power to dispose of such shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON		 2,125,743
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*		 ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 9.6%
12 TYPE OF REPORTING PERSON*

 IN

  

 
 

 

CUSIP NO. 45321L100 13 G Page 14of 21

 

1

NAME OF REPORTING PERSON

 

Philip M. Young

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)      ¨       (b)      x      

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF 5 SOLE VOTING POWER
0 shares
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 6 SHARED VOTING POWER
2,125,743 shares, of which 2,078,200 are directly owned by USVP VIII, 18,604 are directly owned by USVP VIII AF, 19,206 are directly owned by USVP EP VIII-A and 9,733 are directly owned by USVP EP VIII-B.  PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Young, a managing member of PMG VIII, may be deemed to have shared power to vote such shares.
  7 SOLE DISPOSITIVE POWER
0 shares
  8 SHARED DISPOSITIVE POWER
2,125,743 shares, of which 2,078,200 are directly owned by USVP VIII, 18,604 are directly owned by USVP VIII AF, 19,206 are directly owned by USVP EP VIII-A and 9,733 are directly owned by USVP EP VIII-B.  PMG VIII is the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Young, a managing member of PMG VIII, may be deemed to have shared power to dispose of such shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON		 2,125,743
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*		 ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 9.6%
12 TYPE OF REPORTING PERSON*

 IN

  

 
 

 

CUSIP NO. 45321L100 13 G Page 15 of 21

 

ITEM 1(A).NAME OF ISSUER

Imperva, Inc.

ITEM 1(B).ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES


3400 Bridge Parkway, Suite 200

Redwood Shores, CA 94065

  

ITEM 2(A).NAME OF PERSONS FILING

 

This Schedule 13G is filed by Presidio Management Group VIII, L.L.C., a Delaware limited liability company (“PMG VIII”), U.S. Venture Partners VIII, L.P., a Delaware limited partnership (“USVP VIII”), USVP VIII Affiliates Fund, L.P., a Delaware limited partnership (“USVP VIII AF”), USVP Entrepreneur Partners VIII-A, L.P., a Delaware limited partnership (“USVP EP VIII-A”), U.S. Entrepreneur Partners VIII-B, a Delaware limited partnership (“USVP EP VIII-B”), Irwin Federman (“Federman”), Winston Fu (“Fu”), Steven M. Krausz (“Krausz”), David Liddle (“Liddle”), Jonathan D. Root (“Root”) Christopher Rust (“Rust”), Casey M. Tansey (“Tansey”) and Philip M. Young (“Young”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

 

PMG VIII, the general partner of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B. Federman, Fu, Krausz, Liddle, Root, Rust, Tansey and Young are managing members of PMG VIII and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B.

 

ITEM 2(B).ADDRESS OF PRINCIPAL OFFICE

 

The address for each of the Reporting Persons is:

 

U.S. Venture Partners

2735 Sand Hill Road 

Menlo Park, California 94025

 

ITEM 2(C)CITIZENSHIP

 

 

USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B are Delaware limited partnerships. PMG VIII is a Delaware limited liability company. Federman, Fu, Krausz, Liddle, Root, Rust, Tansey and Young are United States citizens.

 

ITEM 2(D) AND (E).TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER

 

Common Stock

CUSIP # 45321L100

 

ITEM 3.Not Applicable.

 

ITEM 4.OWNERSHIP

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

 
 

  

CUSIP NO. 45321L100 13 G Page 16 of 21

 

(a)Amount beneficially owned:

 

See Row 9 of cover page for each Reporting Person.

 

(b)Percent of Class:

 

See Row 11 of cover page for each Reporting Person.

 

(c)Number of shares as to which such person has:

 

(i)Sole power to vote or to direct the vote:

 

See Row 5 of cover page for each Reporting Person.

 

(ii)Shared power to vote or to direct the vote:

 

See Row 6 of cover page for each Reporting Person.

 

(iii)Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.

 

(iv)Shared power to dispose or to direct the disposition of:

 

See Row 8 of cover page for each Reporting Person.

 

ITEM 5.OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

 

Not applicable.

 

ITEM 6.OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

 

Under certain circumstances set forth in the limited partnership agreements of USVP VIII, USVP VIII AF, USVP EP VIII-A and USVP EP VIII-B, and the limited liability company agreement of PMG VIII, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be.

 

ITEM 7.IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

 

Not applicable.

 

ITEM 8.IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

 

Not applicable.

  

 
 

  

CUSIP NO. 45321L100 13 G Page 17 of 21

  

ITEM 9.NOTICE OF DISSOLUTION OF GROUP.

 

Not applicable.

 

ITEM 10.CERTIFICATION.

 

Not applicable.

 

 
 

 

CUSIP NO. 45321L100 13 G Page 18 of 21

  

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 8, 2012

 

PRESIDIO MANAGEMENT GROUP VIII, L.L.C.

 

U.S. Venture Partners VIII, L.P.

By Presidio Management Group VIII, L.L.C.

Its General Partner

 

USVP VIII Affiliates Fund, L.P.

By Presidio Management Group VIII, L.L.C.

Its General Partner

 

USVP Entrepreneur Partners VIII-A, L.P.,

By Presidio Management Group VIII, L.L.C.

Its General Partner

 

USVP Entrepreneur Partners VIII-B, L.P.,

By Presidio Management Group VIII, L.L.C.

Its General Partner

  

Irwin Federman

 

Winston Fu

 

Steven M. Krausz

 

David Liddle

 

Jonathan D. Root

 

Christopher Rust

 

CASEY M. TANSEY

 

Philip M. Young

 

       
By: /s/ Michael Maher   By: /s/ Michael Maher
  Michael Maher, Chief Financial Officer/Attorney-In-Fact for the above-listed entities*     Michael Maher, Attorney-In-Fact for the above-listed individuals*

 

 

*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties for whom copies are to be sent.

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

 

 
 

 

CUSIP NO. 45321L100 13 G Page 19 of 21

 

EXHIBIT INDEX

 

   

Found on 

Sequentially 

Exhibit   Numbered Page
     
Exhibit A:  Agreement of Joint Filing   20
     
Exhibit B:  Power of Attorney   21

 

 
 

 

CUSIP NO. 45321L100 13 G Page 20 of 21

   

exhibit A

 

Agreement of Joint Filing

  

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Imperva, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

 

Date: February 8, 2012

 

PRESIDIO MANAGEMENT GROUP VIII, L.L.C.

 

U.S. Venture Partners VIII, L.P.

By Presidio Management Group VIII, L.L.C.

Its General Partner

 

USVP VIII Affiliates Fund, L.P.

By Presidio Management Group VIII, L.L.C.

Its General Partner

 

USVP Entrepreneur Partners VIII-A, L.P.,

By Presidio Management Group VIII, L.L.C.

Its General Partner

 

USVP Entrepreneur Partners VIII-B, L.P.,

By Presidio Management Group VIII, L.L.C.

Its General Partner

 

 

Irwin Federman

 

Winston Fu

 

Steven M. Krausz

 

David Liddle

 

Jonathan D. Root

 

Christopher Rust

 

CASEY M. TANSEY

 

Philip M. Young

 

By: /s/ Michael Maher   By: /s/ Michael Maher
  Michael Maher, Chief Financial Officer/Attorney-In-Fact for the above-listed entities*     Michael Maher, Attorney-In-Fact for the above-listed individuals*

  

*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

 

 
 

 

CUSIP NO. 45321L100 13 G Page 21 of 21

 

exhibit B

 

Power of Attorney

 

Michael Maher has signed this Schedule 13G as Attorney-In-Fact. Note that copies of the applicable Power of Attorney are already on file with the appropriate agencies.