Statement of Changes in Beneficial Ownership (4)
2018年2月9日 - 8:47AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
NAGDEV SUNIL D
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2. Issuer Name
and
Ticker or Trading Symbol
IMPERVA INC
[
IMPV
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Customer Officer
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(Last)
(First)
(Middle)
C/O IMPERVA, INC., 3400 BRIDGE PARKWAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/6/2018
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(Street)
REDWOOD SHORES, CA 94065
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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(1)
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2/6/2018
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A
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7307
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(2)
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2/5/2027
(3)
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Common Stock
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7307
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$0.00
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7307
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D
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Restricted Stock Units
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(1)
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2/6/2018
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A
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4092
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(4)
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4/24/2027
(3)
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Common Stock
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4092
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$0.00
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4092
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D
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Explanation of Responses:
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(1)
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Each restricted stock unit represents a contingent right to receive one share of common stock of the issuer upon vesting.
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(2)
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On February 6, 2017, the compensation committee of the board of directors granted performance-based restricted stock units subject to the Issuer's achievement of performance conditions for the year ended December 31, 2017. On February 6, 2018, the compensation committee determined that the performance conditions had been achieved at 58.46% of the target and awarded the restricted stock units, which vest as to 12.5% of the underlying shares on February 15, 2018, with the remainder vesting quarterly in 12.5% increments. 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.
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(3)
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The Issuer has up to 30 days following vesting to settle. The actual expiration date will be immediately following settlement.
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(4)
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On April 25, 2017, the compensation committee of the board of directors granted performance-based restricted stock units subject to the Issuer's achievement of performance conditions for the year ended December 31, 2017. On February 6, 2018, the compensation committee determined that the performance conditions had been achieved at 58.46% of the target and awarded the restricted stock units, which vest as to 12.5% of the underlying shares on May 15, 2018, with the remainder vesting quarterly in 12.5% increments. 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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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NAGDEV SUNIL D
C/O IMPERVA, INC.
3400 BRIDGE PARKWAY
REDWOOD SHORES, CA 94065
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Chief Customer Officer
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Signatures
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/s/ Shulamite White, Attorney-in-Fact
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2/8/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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