0001209191-14-044420.txt : 20140630 0001209191-14-044420.hdr.sgml : 20140630 20140630170746 ACCESSION NUMBER: 0001209191-14-044420 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140630 FILED AS OF DATE: 20140630 DATE AS OF CHANGE: 20140630 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Imprivata Inc CENTRAL INDEX KEY: 0001328015 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 BUSINESS ADDRESS: STREET 1: 19 MAGUIRE RD SUITE 232 CITY: LEXINGTON STATE: MA ZIP: 02421 BUSINESS PHONE: 781-674-2700 MAIL ADDRESS: STREET 1: 19 MAGUIRE RD SUITE 232 CITY: LEXINGTON STATE: MA ZIP: 02421 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Orfao David J CENTRAL INDEX KEY: 0001540849 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36516 FILM NUMBER: 14949836 MAIL ADDRESS: STREET 1: C/O GENERAL CATALYST PARTNERS STREET 2: 20 UNIVERSITY RD., 4TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02138 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2014-06-30 0 0001328015 Imprivata Inc IMPR 0001540849 Orfao David J 20 CAMBRIDGE ROAD, 4TH FLOOR CAMBRIDGE MA 02138 1 0 1 0 Common Stock 2014-06-30 4 C 0 4304957 A 4304957 I By General Catalyst Group II, L.P. Common Stock 2014-06-30 4 C 0 160121 A 160121 I By GC Entrepreneurs Fund II, L.P. Common Stock 2014-06-30 4 P 0 10000 13.95 A 10000 D Series A Convertible Preferred Stock 2014-06-30 4 C 0 2400642 D Common Stock 2400642 0 I By General Catalyst Group II, L.P. Series B Convertible Preferred Stock 2014-06-30 4 C 0 1164614 D Common Stock 1164614 0 I By General Catalyst Group II, L.P. Series C Convertible Preferred Stock 2014-06-30 4 C 0 739701 D Common Stock 739701 0 I By General Catalyst Group II, L.P. Series A Convertible Preferred Stock 2014-06-30 4 C 0 88279 D Common Stock 88279 0 I By GC Entrepreneurs Fund II, L.P. Series B Convertible Preferred Stock 2014-06-30 4 C 0 43936 D Common Stock 43936 0 I By GC Entrepreneurs Fund II, L.P. Series C Convertible Preferred Stock 2014-06-30 4 C 0 27906 D Common Stock 27906 0 I By GC Entrepreneurs Fund II, L.P. The Series A, B and C Convertible Preferred Stock converted into shares of Common Stock on a 1.5-for-1 basis upon the closing of the Issuer's initial public offering. The securities have no expiration date. The shares are held directly by General Catalyst Group II, L.P. and GC Entrepreneurs Fund II, L.P. General Catalyst GP II, LLC is the general partner of General Catalyst Partners II, L.P., which is the general partner of each of GC Entrepreneurs Fund II, L.P and General Catalyst Group II, L.P. The Reporting Person is one of the managing directors of General Catalyst GP II, LLC and may be deemed the indirect beneficial owner of the shares held of record by GC Entrepreneurs Fund II, L.P and General Catalyst Group II, L.P. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. This report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. /s/ John Milton 2014-06-30 EX-24.4_529632 2 poa.txt POA DOCUMENT LIMITED POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Jeffrey Kalowski, John Milton and Jeffrey Kowalski and, signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Imprivata, Inc. (the "Company"), from time to time the following U.S. Securities and Exchange Commission ("SEC") forms: (i) Form ID, including any attached documents, to effect the assignment of codes to the undersigned to be used in the transmission of information to the SEC using the EDGAR System; (ii) Form 3, Initial Statement of Beneficial Ownership of Securities, including any attached documents; (iii) Form 4, Statement of Changes in Beneficial Ownership of Securities, including any attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership of Securities in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents; (v) Schedule 13D and (vi) amendments of each thereof, in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, Schedule 13D or any amendment(s) thereto, and timely file such form(s) with the SEC and any securities exchange, national association or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact, acting singly, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 or Regulation 13D-G of the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees to indemnify the attorney in fact and the Company from and against any demand, damage, loss, cost or expense arising from any false or misleading information provided by the undersigned to the attorney-in fact. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such forms with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of May 28th, 2014. Signature:/s/ David Orfao Name: David Orfao