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*
Shulman Amichai

(Last) (First) (Middle)
C/O IMPERVA, INC.
3400 BRIDGE PARKWAY, SUITE 200

(Street)
REDWOOD SHORES CA 94065

(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 10% Owner
X Officer (give title below) Other (specify below)
Chief Technology Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 08/15/2016 M 937(1) A $0.00 94,317 D
Common Stock 08/15/2016 M 1,000(1) A $0.00 95,317 D
Common Stock 08/15/2016 M 5,000(1) A $0.00 100,317 D
Common Stock 08/15/2016(2) S 3,085 D $46.87(3) 97,232 D
Common Stock 18,765 I 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
Restricted Stock Units (5) 08/15/2016 M 937 (6) 02/04/2023(7) Common Stock 937 $0.00 1,875 D
Restricted Stock Units (5) 08/15/2016 M 1,000 (8) 02/03/2024(7) Common Stock 1,000 $0.00 6,000 D
Restricted Stock Units (5) 08/15/2016 M 5,000 (9) 02/02/2025(7) Common Stock 5,000 $0.00 5,000 D
Explanation of Responses:
1. Represents the number of shares that were acquired in connection with the settlement of the restricted stock units listed in Table II.
2. This transaction was effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person.
3. Represents a weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from $46.50 to $47.42. 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.
4. The shares are owned of record by Amichai Shulman Holdings 2000 Ltd. The Reporting Person is a director and beneficial owner of the shares held by such entity.
5. Each restricted stock unit represents a contingent right to receive one share of common stock of the issuer upon vesting.
6. 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.
7. The Issuer has up to 30 days following vesting to settle. The actual expiration date will be immediately following settlement.
8. The restricted stock units vest as follows: 25% of the underlying shares vest one year following the vesting commencement date of February 15, 2014, 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.
9. The restricted stock units vest as follows: 25% of the underlying shares vest on each vesting date for four quarters beginning on February 15, 2016. 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.
Remarks:
/s/ Shulamite White, Attorney-in-Fact 08/16/2016
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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