SEC FORM 4

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^*

Chandna Asheem

(Last)

(First)

(Middle)

C/O GREYLOCK PARTNERS

2550 SAND HILL ROAD

(Street)

MENLO PARK

94025

(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)

X	Director	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)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								107,000	D
Common Stock	11/15/2011		C		1,071,222	A	⁽²⁾	1,163,790	I	See footnote⁽⁴⁾
Common Stock	11/15/2011		C		115,645	A	⁽³⁾	1,279,435	I	See footnote⁽⁴⁾
Common Stock	11/15/2011		C		119,024	A	⁽²⁾	129,309	I	See footnote⁽⁵⁾
Common Stock	11/15/2011		C		12,849	A	⁽³⁾	142,158	I	See footnote⁽⁵⁾
Common Stock	11/15/2011		C		62,644	A	⁽²⁾	68,057	I	See footnote⁽⁶⁾
Common Stock	11/15/2011		C		6,763	A	⁽³⁾	74,820	I	See footnote⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series C Convertible Preferred Stock	⁽¹⁾	11/15/2011		C			1,071,222	⁽²⁾	⁽⁷⁾	Common Stock	1,071,222	⁽²⁾	0	I	See footnote⁽⁴⁾
Series D Convertible Preferred Stock	⁽¹⁾	11/15/2011		C			115,645	⁽³⁾	⁽⁷⁾	Common Stock	115,645	⁽³⁾	0	I	See footnote⁽⁴⁾
Series C Convertible Preferred Stock	⁽¹⁾	11/15/2011		C			119,024	⁽²⁾	⁽⁷⁾	Common Stock	119,024	⁽²⁾	0	I	See footnote⁽⁵⁾
Series D Convertible Preferred Stock	⁽¹⁾	11/15/2011		C			12,849	⁽³⁾	⁽⁷⁾	Common Stock	12,849	⁽³⁾	0	I	See footnote⁽⁵⁾
Series C Convertible Preferred Stock	⁽¹⁾	11/15/2011		C			62,644	⁽²⁾	⁽⁷⁾	Common Stock	62,644	⁽²⁾	0	I	See footnote⁽⁶⁾
Series D Convertible Preferred Stock	⁽¹⁾	11/15/2011		C			6,763	⁽³⁾	⁽⁷⁾	Common Stock	6,763	⁽³⁾	0	I	See footnote⁽⁶⁾

Explanation of Responses:

1. Not applicable.

2. Each share of Series C Convertible Preferred Stock was automatically converted into one share of Common Stock upon the closing of the Issuer's initial public offering.

3. Each share of Series D Convertible Preferred Stock was automatically converted into one share of Common Stock upon the closing of the Issuer's initial public offering.

4. The securities are held directly by Greylock XII Limited Partnership. Greylock XII GP Limited Liability Company is the sole General Partner of Greylock XII Limited Partnership and Greylock XII-A Limited Partnership. Mr. Chandna is a Managing Member of Greylock XII GP Limited Liability Company and a member of Greylock XII Principals LLC and exercises shared voting and investment power over the shares held of record by Greylock XII Limited Partnership, Greylock XII-A Limited Partnership and Greylock XII Principals LLC. Mr. Chandna, a director of the Issuer, disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

5. The securities are held directly by Greylock XII-A Limited Partnership. Greylock XII GP Limited Liability Company is the sole General Partner of Greylock XII Limited Partnership and Greylock XII-A Limited Partnership. Mr. Chandna is a Managing Member of Greylock XII GP Limited Liability Company and a member of Greylock XII Principals LLC and exercises shared voting and investment power over the shares held of record by Greylock XII Limited Partnership, Greylock XII-A Limited Partnership and Greylock XII Principals LLC. Mr. Chandna, a director of the Issuer, disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

6. The securities are held directly by Greylock XII Principals LLC. Greylock XII GP Limited Liability Company is the sole General Partner of Greylock XII Limited Partnership and Greylock XII-A Limited Partnership. Mr. Chandna is a Managing Member of Greylock XII GP Limited Liability Company and a member of Greylock XII Principals LLC and exercises shared voting and investment power over the shares held of record by Greylock XII Limited Partnership, Greylock XII-A Limited Partnership and Greylock XII Principals LLC. Mr. Chandna, a director of the Issuer, disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

7. The Shares of Series C Convertible Preferred Stock and Series D Convertible Preferred Stock have no expiration date.

	/s/ Tram Phi, by power of attorney	11/15/2011
	** Signature of Reporting Person	Date
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