SC 13D 1 imperva13d-060916.htm SCHEDULE 13D
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
SCHEDULE 13D
(RULE 13D - 101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. )*
Imperva, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
45321L 10 0
(CUSIP Number)
Stephen M. Schultz, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
(212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 9, 2016
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
*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 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).


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Elliott Associates, L.P.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
WC
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
726,002
   
8.
SHARED VOTING POWER
   
 
0
   
9.
SOLE DISPOSITIVE POWER
   
 
726,002
   
10.
SHARED DISPOSITIVE POWER
   
 
0
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
726,002
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
2.3%
   
14.
TYPE OF REPORTING PERSON
   
 
PN




1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Elliott International, L.P.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
WC
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Cayman Islands, British West Indies
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
0
   
8.
SHARED VOTING POWER
   
 
1,473,998
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
1,473,998
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
1,473,998
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
4.6%
   
14.
TYPE OF REPORTING PERSON
   
 
PN




1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Elliott International Capital Advisors Inc.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
OO
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
0
   
8.
SHARED VOTING POWER
   
 
1,473,998
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
1,473,998
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
1,473,998
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
4.6%
   
14.
TYPE OF REPORTING PERSON
   
 
CO


 
Item 1. Security and Issuer.
This statement relates to the shares of Common Stock, $0.0001 par value (the "Common Stock"), of Imperva, Inc. (the "Issuer"). The Issuer's principal executive office is located at 3400 Bridge Parkway, Redwood Shores, California 94065.
Item 2. Identity and Background.
(a)-(c) This statement is being filed by Elliott Associates, L.P., a Delaware limited partnership, and its wholly-owned subsidiaries (collectively, "Elliott" or "we"), Elliott International, L.P., a Cayman Islands limited partnership ("Elliott International"), and Elliott International Capital Advisors Inc., a Delaware corporation ("EICA" and collectively with Elliott and Elliott International, the "Reporting Persons"). Paul E. Singer ("Singer"), Elliott Capital Advisors, L.P., a Delaware limited partnership ("Capital Advisors"), which is controlled by Singer, and Elliott Special GP, LLC, a Delaware limited liability company ("Special GP"), which is controlled by Singer, are the general partners of Elliott.  Hambledon, Inc., a Cayman Islands corporation ("Hambledon"), which is also controlled by Singer, is the sole general partner of Elliott International. EICA is the investment manager for Elliott International.  EICA expressly disclaims equitable ownership of and pecuniary interest in any shares of Common Stock.
ELLIOTT
The business address of Elliott is 40 West 57th Street, New York, New York 10019.
The principal business of Elliott is to purchase, sell, trade and invest in securities.
SINGER
Singer's business address is 40 West 57th Street, New York, New York 10019.
Singer's principal business is to serve as a general partner of Elliott and Capital Advisors, as the president of EICA, and as a managing member of Special GP.
CAPITAL ADVISORS
The business address of Capital Advisors is 40 West 57th Street, New York, New York 10019.
The principal business of Capital Advisors is the furnishing of investment advisory services.  Capital Advisors also serves as a managing member of Special GP.
The names, business addresses, and present principal occupation or employment of the general partners of Capital Advisors are as follows:
NAME
ADDRESS
OCCUPATION
Paul E. Singer
40 West 57th St.
New York, New York 10019
General partner of Elliott and Capital Advisors; President of EICA; and a managing member of Special GP
     
Braxton Associates, Inc.
40 West 57th St.
New York, New York 10019
The principal business of Braxton Associates, Inc. is serving as general partner of Capital Advisors
     
Elliott Asset Management LLC
40 West 57th St.
New York, New York 10019
General Partner of Capital Advisors


The name, business address, and present principal occupation or employment of the sole director and executive officer of Braxton Associates, Inc. are as follows:
NAME
ADDRESS
OCCUPATION
Paul E. Singer
40 West 57th St.
New York, New York 10019
General partner of Elliott and Capital Advisors and President of EICA
 
ELLIOTT SPECIAL GP, LLC
The business address of Special GP is 40 West 57th Street, New York, New York 10019.
The principal business of Special GP is serving as a general partner of Elliott.
The names, business address, and present principal occupation or employment of the managing members of Special GP are as follows:
NAME
ADDRESS
OCCUPATION
Paul E. Singer
40 West 57th St.
New York, New York 10019
General partner of Elliott and Capital Advisors; President of EICA; and a managing member of Special GP
     
Braxton Associates, Inc.
40 West 57th St.
New York, New York 10019
The principal business of Braxton Associates, Inc. is serving as general partner of Capital Advisors
     
Elliott Asset Management LLC
40 West 57th St.
New York, New York 10019
General Partner of Capital Advisors
 
ELLIOTT INTERNATIONAL
The business address of Elliott International is c/o Maples & Calder, P.O. Box 309, Ugland House, South Church Street, George Town, Cayman Islands, British West Indies.
The principal business of Elliott International is to purchase, sell, trade and invest in securities.
The name, business address, and present principal occupation or employment of the general partner of Elliott International is as follows:
NAME
ADDRESS
OCCUPATION
Hambledon, Inc.
c/o Maples & Calder
P.O. Box 309
Ugland House
South Church Street George Town, Cayman Islands
British West Indies
General partner of Elliott International
 
HAMBLEDON
The name, business address, and present principal occupation or employment of the sole director and executive officer of Hambledon are as follows:
NAME
ADDRESS
OCCUPATION
Paul E. Singer
40 West 57th St.
New York, New York 10019
General partner of Elliott and Capital Advisors and President of EICA; and a managing member of Special GP


EICA
The business address of EICA is 40 West 57th Street New York, New York 10019.
The principal business of EICA is to act as investment manager for Elliott International.
The name, business address, and present principal occupation or employment of the sole director and executive officer of EICA is as follows:
NAME
ADDRESS
OCCUPATION
Paul E. Singer
40 West 57th St.
New York, New York 10019
General partner of Elliott and Capital Advisors and President of EICA; and a managing member of Special GP
 
(d) and (e) During the last five years, none of the persons or entities listed above has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Singer is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Elliott Working Capital
The aggregate purchase price of the shares of Common Stock directly owned by Elliott is approximately $25,919,915.
     
Elliott International Working Capital
The aggregate purchase price of the shares of Common Stock directly owned by Elliott International is approximately $52,625,065.
   
The Reporting Persons may effect purchases of shares of Common Stock through margin accounts maintained for them with prime brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms' credit policies. Positions in shares of Common Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase shares of Common Stock.
Item 4. Purpose of Transaction.
The Reporting Persons believe the securities of the Issuer are materially undervalued. The Reporting Persons believe the Issuer operates in a highly strategic area of the technology industry with an attractive competitive position and a compelling product set in both the web application firewall and database activity monitoring markets, the value of which is not reflected in the Issuer's current market value.  The Reporting Persons believe there are both strategic and operational opportunities for the Issuer that would meaningfully increase value to shareholders and have initiated a dialogue with the Issuer's Management and Board of Directors (the "Board") regarding those opportunities.
Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor (i) to increase or decrease their respective positions in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions, including through a trading plan created under Rule 10b5-1(c) or otherwise, on such terms and at such times as the Reporting Persons may deem advisable and/or (ii) to enter into transactions that increase or hedge their economic exposure to the Common Stock without affecting their beneficial ownership of shares of Common Stock.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons may take positions and/or make proposals with respect to, or with respect to potential changes in, the operations, management, the certificate of incorporation and bylaws, Board of Directors composition, ownership, capital or corporate structure, dividend policy, potential acquisitions or sales involving the Issuer or certain of the Issuer's businesses or assets including advocating for a sales process, including a transaction in which the Reporting Persons may participate, strategy and plans of the Issuer as a means of enhancing shareholder value, or may change their intention with respect to any and all matters referred to in Item 4. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time in the future express their views to and/or meet with management, the Board of Directors, other shareholders or third parties, including, potential acquirers, service providers and financing sources, and/or formulate plans or proposals regarding the Issuer, its assets or its securities. Such proposals or positions may include one or more plans that relate to or would result in any of the actions set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.

ITEM 5. Interest in Securities of the Issuer.
(a) As of the close of business on June 20, 2016, Elliott, Elliott International and EICA collectively have combined economic exposure in the Issuer of approximately 9.8% of the shares of Common Stock outstanding.
The aggregate percentage of Common Stock reported owned by each person named herein is based upon 32,261,081 shares of Common Stock outstanding as of May 2, 2016, which is the total number of shares of Common Stock outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2016.
As of the close of business on June 20, 2016, Elliott beneficially owned 726,002 shares of Common Stock, constituting approximately 2.3% of the shares of Common Stock outstanding.
As of the close of business on June 20, 2016, Elliott International beneficially owned 1,473,998 shares of Common Stock, constituting approximately 4.6% of the shares of Common Stock outstanding. EICA, as the investment manager of Elliott International, may be deemed to beneficially own the 1,473,998 shares of Common Stock beneficially owned by Elliott International, constituting approximately 4.6% of the shares of Common Stock outstanding.
Collectively, Elliott, Elliott International and EICA beneficially own 2,200,000 shares of Common Stock, constituting approximately 6.8% of the shares of Common Stock outstanding.
Collectively, Elliott, Elliott International and EICA have economic exposure comparable to approximately 2.9% of the shares of Common Stock outstanding pursuant to the Derivative Agreements, as disclosed in Item 6.
(b) Elliott has the power to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock owned directly by it.
Elliott International has the shared power with EICA to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock owned directly by Elliott International. Information regarding each of Elliott International and EICA is set forth in Item 2 of this Schedule 13D and is expressly incorporated by reference herein.
(c) The transactions effected by the Reporting Persons during the past 60 days are set forth on Schedule 1 attached hereto.
(d) No person other than Elliott has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Elliott.
No person other than Elliott International and EICA has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Elliott International and EICA.
(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Elliott, through The Liverpool Limited Partnership, a Bermuda limited partnership and a wholly-owned subsidiary of Elliott ("Liverpool"), and Elliott International have entered into notional principal amount derivative agreements (the "Derivative Agreements") in the form of cash settled swaps with respect to 313,500 and 636,500 shares of Common Stock of the Issuer, respectively (representing economic exposure comparable to approximately 1.0% and 2.0% of the shares of Common Stock of the Issuer, respectively). Collectively, the Derivative Agreements held by the Reporting Persons represent economic exposure comparable to an interest in approximately 2.9% of the shares of Common Stock. The Derivative Agreements provide Elliott and Elliott International with economic results that are comparable to the economic results of ownership but do not provide them with the power to vote or direct the voting or dispose of or direct the disposition of the shares that are referenced in the Derivative Agreements (such shares, the "Subject Shares"). The Reporting Persons disclaim beneficial ownership in the Subject Shares. The counterparties to the Derivative Agreements are unaffiliated third party financial institutions.
Elliott has sold to counterparties put options that provide the counterparty the right to put to Elliott up to 68,600 shares of Common Stock at a price of $40 per share, if such right is exercised prior to or on July 16, 2016.
Elliott International has sold to counterparties put options that provide the counterparty the right to put to Elliott International up to 139,300 shares of Common Stock at a price of $40 per share, if such right is exercised prior to or on July 16, 2016.
On June 20, 2016, Elliott, Elliott International and EICA entered into a Joint Filing Agreement (the "Joint Filing Agreement") in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached as an exhibit hereto and is incorporated herein by reference.
Except as described above in this Item 6, none of the Reporting Persons has any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit 99.1 – Joint Filing Agreement.
Schedule 1 – Transactions of the Reporting Persons Effected During the Past 60 Days.

SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated:  June 20, 2016
ELLIOTT ASSOCIATES, L.P.
By: Elliott Capital Advisors, L.P., as General Partner
By: Braxton Associates, Inc., as General Partner
 
       
       
 
By:
/s/ Elliot Greenberg
 
   
Elliot Greenberg,
 
   
Vice President
 
       
       
ELLIOTT INTERNATIONAL, L.P.
By: Elliott International Capital Advisors Inc.,
as Attorney-in-Fact
 
       
       
 
By:
/s/ Elliot Greenberg
 
   
Elliot Greenberg,
 
   
Vice President
 



ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.
 
       
By:
/s/ Elliot Greenberg
 
 
Elliot Greenberg,
 
 
Vice President
 



SCHEDULE 1
Transactions of the Reporting Persons Effected During the Past 60 Days
The following transactions were effected by Elliott Associates, L.P. in the Common Stock:
 
Date
 
Security
Amount of Shs.
Bought / (Sold)
 
 
Approx. price ($) per Share
06/20/16
Common Stock
15,244
40.8134
06/17/16
Common Stock
14,823
39.9162
06/16/16
Common Stock
11,183
39.7430
06/15/16
Common Stock
2,710
40.6460
06/14/16
Common Stock
12,140
38.4127
06/13/16
Common Stock
24,750
38.6230
06/10/16
Common Stock
49,500
37.6060
06/09/16
Common Stock
66,000
37.6189
06/02/16
Common Stock
10,376
38.8091
05/31/16
Common Stock
1,650
38.2157
05/31/16
Common Stock
19,800
38.0207
05/27/16
Common Stock
24,022
36.8558
05/26/16
Common Stock
9,746
35.9605
05/25/16
Common Stock
20,801
36.1315
05/25/16
Common Stock
24,750
36.4141
05/24/16
Common Stock
4,290
35.7017
05/23/16
Common Stock
34,569
35.3776
05/20/16
Common Stock
16,500
34.9243
05/19/16
Common Stock
37,364
34.1300
05/18/16
Common Stock
23,378
34.2001
05/18/16
Common Stock
16,500
34.0886
05/17/16
Common Stock
50,127
34.0005
05/16/16
Common Stock
19,064
34.1526
05/13/16
Common Stock
23,616
33.8701
05/12/16
Common Stock
55,741
33.7881
05/11/16
Common Stock
16,500
34.5810
05/10/16
Common Stock
17,383
34.2019
05/09/16
Common Stock
7,775
33.6995
05/06/16
Common Stock
95,700
33.4859
       

All of the above transactions were effected on the open market.


The following transactions were effected by Elliott International, L.P. in the Common Stock:
 
Date
 
Security
Amount of Shs.
Bought / (Sold)
 
 
Approx. price ($) per Share
06/20/16
Common Stock
30,949
40.8134
06/17/16
Common Stock
30,095
39.9162
06/16/16
Common Stock
22,706
39.7430
06/15/16
Common Stock
5,502
40.6460
06/14/16
Common Stock
24,648
38.4127
06/13/16
Common Stock
50,250
38.6230
06/10/16
Common Stock
100,500
37.6060
06/09/16
Common Stock
134,000
37.6189
06/02/16
Common Stock
21,065
38.8091
05/31/16
Common Stock
3,350
38.2157
05/31/16
Common Stock
40,200
38.0207
05/27/16
Common Stock
48,772
36.8558
05/26/16
Common Stock
19,787
35.9605
05/25/16
Common Stock
50,250
36.4141
05/25/16
Common Stock
42,231
36.1315
05/24/16
Common Stock
8,710
35.7017
05/23/16
Common Stock
70,187
35.3776
05/20/16
Common Stock
33,500
34.9243
05/19/16
Common Stock
75,859
34.1300
05/18/16
Common Stock
47,463
34.2001
05/18/16
Common Stock
33,500
34.0886
05/17/16
Common Stock
101,773
34.0005
05/16/16
Common Stock
38,706
34.1526
05/13/16
Common Stock
47,947
33.8701
05/12/16
Common Stock
113,170
33.7881
05/11/16
Common Stock
33,500
34.5810
05/10/16
Common Stock
35,292
34.2019
05/09/16
Common Stock
15,786
33.6995
05/06/16
Common Stock
194,300
33.4859

All of the above transactions were effected on the open market.

EXHIBIT 99.1
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock, $0.0001 par value, of Imperva, Inc. dated as of the date hereof is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended.
Dated:  June 20, 2016
ELLIOTT ASSOCIATES, L.P.
By: Elliott Capital Advisors, L.P., as General Partner
By: Braxton Associates, Inc., as General Partner
 
       
       
 
By:
/s/ Elliot Greenberg
 
   
Elliot Greenberg,
 
   
Vice President
 
       
       
ELLIOTT INTERNATIONAL, L.P.
By: Elliott International Capital Advisors Inc.,
as Attorney-in-Fact
 
       
       
 
By:
/s/ Elliot Greenberg
 
   
Elliot Greenberg,
 
   
Vice President
 
       
       

ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.
 
       
By:
/s/ Elliot Greenberg
 
 
Elliot Greenberg,
 
 
Vice President