SC 13G/A

0001193125-13-056076.txt : 20130214 0001193125-13-056076.hdr.sgml : 20130214 20130213185153 ACCESSION NUMBER: 0001193125-13-056076 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130213 GROUP MEMBERS: ANEEL BHUSRI GROUP MEMBERS: GREYLOCK XII GP LTD LIABILITY CO GROUP MEMBERS: GREYLOCK XII-A LIMITED PARTNERSHIP GROUP MEMBERS: WILLIAM W. HELMAN 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86616 FILM NUMBER: 13605243 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: Greylock XII Limited Partnership CENTRAL INDEX KEY: 0001413950 IRS NUMBER: 061757236 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE BRATTLE SQUARE STREET 2: 4TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02138 BUSINESS PHONE: 781-622-2200 MAIL ADDRESS: STREET 1: ONE BRATTLE SQUARE STREET 2: 4TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02138 SC 13G/A 1 d482129dsc13ga.htm SC 13G/A SC 13G/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES

13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

(Amendment No. 1)

Imperva, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

45321L100

(CUSIP Number)

December 31, 2012

(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 the disclosures provided in a prior cover page.

The information required in 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).

SCHEDULE 13G


CUSIP No. 45321L100		Page 2 of 10


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Greylock XII Limited Partnership (EIN 06-1757236)
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (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 See Item 5
		6.	Shared Voting Power See Item 5
		7.	Sole Dispositive Power See Item 5
		8.	Shared Dispositive Power See Item 5
9.	Aggregate Amount Beneficially Owned by Each Reporting Person See Item 5
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) See Item 5
12.	Type of Reporting Person (See Instructions) PN

SCHEDULE 13G


CUSIP No. 45321L100		Page 3 of 10


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Greylock XII-A Limited Partnership (EIN 06-1757240)
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (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 See Item 5
		6.	Shared Voting Power See Item 5
		7.	Sole Dispositive Power See Item 5
		8.	Shared Dispositive Power See Item 5
9.	Aggregate Amount Beneficially Owned by Each Reporting Person See Item 5
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) See Item 5
12.	Type of Reporting Person (See Instructions) PN

SCHEDULE 13G


CUSIP No. 45321L100		Page 4 of 10


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Greylock XII GP Limited Liability Company (EIN 06-1757193)
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (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 See Item 5
		6.	Shared Voting Power See Item 5
		7.	Sole Dispositive Power See Item 5
		8.	Shared Dispositive Power See Item 5
9.	Aggregate Amount Beneficially Owned by Each Reporting Person See Item 5
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) See Item 5
12.	Type of Reporting Person (See Instructions) OO

SCHEDULE 13G


CUSIP No. 45321L100		Page 5 of 10


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). William W. Helman
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power See Item 5
		6.	Shared Voting Power See Item 5
		7.	Sole Dispositive Power See Item 5
		8.	Shared Dispositive Power See Item 5
9.	Aggregate Amount Beneficially Owned by Each Reporting Person See Item 5
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) See Item 5
12.	Type of Reporting Person (See Instructions) IN

SCHEDULE 13G


CUSIP No. 45321L100		Page 6 of 10


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Aneel Bhusri
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.	SEC Use Only
4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power See Item 5
		6.	Shared Voting Power See Item 5
		7.	Sole Dispositive Power See Item 5
		8.	Shared Dispositive Power See Item 5
9.	Aggregate Amount Beneficially Owned by Each Reporting Person See Item 5
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) See Item 5
12.	Type of Reporting Person (See Instructions) IN

SCHEDULE 13G


CUSIP No. 45321L100		Page 7 of 10

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 Person Filing:

Greylock XII Limited Partnership (“GXIILP”).

Greylock XII-A Limited Partnership (“GXIIALP”).

Greylock XII GP Limited Liability Company (“GXIIGPLLC”), the General Partner of GXIILP and GXIIALP.

William W. Helman, a Senior Managing Member of GXIIGPLLC.

Aneel Bhusri, a Senior Managing Member of GXIIGPLLC.

Item 2(b)

Address of Principal Business Office or, if None, Residence:

The address of each of the reporting persons is:

c/o Greylock Management Corporation

One Brattle Square

Cambridge, MA 02138

Item 2(c)

Citizenship:

GXIILP

GXIIALP

GXIIGPLLC

Mr. Helman

Mr. Bhusri

Delaware limited partnership

Delaware limited liability company

U.S. citizen

Item 2(d)

Title of Class of Securities:

This Schedule 13G report relates to the Common Stock, par value $0.0001 per share (the “Common Stock”), of Imperva, Inc.

Item 2(e)

CUSIP Number:

45321L100

Item 3

Description of Person Filing:

Not applicable.

SCHEDULE 13G


CUSIP No. 45321L100		Page 8 of 10

Item 4

Ownership:

(a) Amount Beneficially Owned: See Item 5.

(b) Percent of Class: See Item 5.

Item 5

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

Item 6

Ownership of More than Five Percent on Behalf of Another Person:

Not applicable.

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

Not applicable.

Item 8

Identification and Classification of Members of the Group:

Each of the Reporting Persons expressly disclaims membership in a “Group” as defined in Rule 13d-1(b)(ii)(J).

Item 9

Notice of Dissolution of Group:

Not applicable.

Item 10

Certification:

Not applicable. This Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).

SCHEDULE 13G


CUSIP No. 45321L100		Page 9 of 10

SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

DATED: February 13, 2013.



GREYLOCK XII GP LLC

By:	/s/ William W. Helman
	William W. Helman, Senior Managing Member

By:	/s/ Aneel Bhusri
	Aneel Bhusri, Senior Managing Member

GREYLOCK XII LIMITED PARTNERSHIP

By:	Greylock XII GP Limited Liability Company General Partner


	By:	/s/ William W. Helman
		William W. Helman, Senior Managing Member

	By:	/s/ Aneel Bhusri
		Aneel Bhusri, Senior Managing Member

GREYLOCK XII-A LIMITED PARTNERSHIP

By:	Greylock XII GP Limited Liability Company General Partner


	By:	/s/ William W. Helman
		William W. Helman, Senior Managing Member

	By:	/s/ Aneel Bhusri
		Aneel Bhusri, Senior Managing Member

/s/ William W. Helman
William W. Helman

/s/ Aneel Bhusri
Aneel Bhusri

EX-99.1 2 d482129dex991.htm EX-99.1 EX-99.1

SCHEDULE 13G


CUSIP No. 45321L100		Page 1 0 of 10

Exhibit I

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock of Imperva, Inc.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

DATED: February 13, 2013.


GREYLOCK XII GP LLC

By:	/s/ William W. Helman
	William W. Helman, Senior Managing Member

By:	/s/ Aneel Bhusri
	Aneel Bhusri, Senior Managing Member

GREYLOCK XII LIMITED PARTNERSHIP

By:	Greylock XII GP Limited Liability Company General Partner


	By:	/s/ William W. Helman
		William W. Helman, Senior Managing Member

	By:	/s/ Aneel Bhusri
		Aneel Bhusri, Senior Managing Member

GREYLOCK XII-A LIMITED PARTNERSHIP

By:	Greylock XII GP Limited Liability Company General Partner


	By:	/s/ William W. Helman
		William W. Helman, Senior Managing Member

	By:	/s/ Aneel Bhusri
		Aneel Bhusri, Senior Managing Member

/s/ William W. Helman
William W. Helman

/s/ Aneel Bhusri
Aneel Bhusri