4//SEC Filing
BURNS MIKE 4
Accession 0001209191-19-003475
CIK 0001364962other
Filed
Jan 10, 7:00 PM ET
Accepted
Jan 11, 8:04 PM ET
Size
15.2 KB
Accession
0001209191-19-003475
Insider Transaction Report
Form 4
IMPERVA INCIMPV
BURNS MIKE
CFO and Treasurer
Transactions
- Exercise/Conversion
Common Stock
2019-01-09+57,584→ 58,701 total - Disposition to Issuer
Restricted Stock Units
2019-01-10−47,900→ 0 totalExp: 2028-01-01→ Common Stock (47,900 underlying) - Award
Restricted Stock Units
2019-01-09+57,584→ 57,584 totalExp: 2028-02-13→ Common Stock (57,584 underlying) - Exercise/Conversion
Restricted Stock Units
2019-01-09−57,584→ 0 totalExp: 2028-02-13→ Common Stock (57,584 underlying) - Disposition to Issuer
Common Stock
2019-01-10−58,701→ 0 total
Footnotes (6)
- [F1]Pursuant to the Agreement and Plan of Merger between the Issuer, Imperial Purchaser, LLC and Imperial Merger Sub, Inc. dated October 10, 2018 (the "Merger Agreement"), the shares of common stock were cancelled and converted into the right to receive $55.75 in cash per share, payable as provided by the terms of the Merger Agreement.
- [F2]Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer upon vesting.
- [F3]On February 14, 2018, the Compensation Committee of the Board of Directors confirmed that the performance-based restricted stock units awarded to the Reporting Person on January 2, 2018 in connection with his employment were subject to the Issuer's achievement of performance conditions for the year ended December 31, 2018. On January 9, 2019, the Compensation Committee determined that the performance conditions had been achieved at 118% of the target and awarded the restricted stock units, which vest as to 12.5% of the underlying shares on February 15, 2019, 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 under certain circumstances, including a termination following a change in control of the Issuer.
- [F4]Pursuant to the Merger Agreement, the unvested RSUs were cancelled and converted into the right to receive $55.75 in cash per unvested RSU, payable following satisfaction of the underlying vesting conditions of such unvested RSU (including all vesting schedules and acceleration provisions as in effect on the date of the Merger Agreement or as otherwise provided by the terms of the Merger Agreement).
- [F5]On December 12, 2018, the Compensation Committee accelerated the vesting of 900 restricted stock units that were granted to Mr. Burns on January 2, 2018.
- [F6]The restricted stock units vest as follows: 25% of the underlying shares vest one year following the vesting commencement date of February 15, 2018, with the remaining 75% vesting in equal quarterly installments over the next three years. The restricted stock units are subject to accelerated vesting in the event of a termination of employment under certain circumstances, including a termination following a change in control of the Issuer.
Documents
Issuer
IMPERVA INC
CIK 0001364962
Entity typeother
Related Parties
1- filerCIK 0001409173
Filing Metadata
- Form type
- 4
- Filed
- Jan 10, 7:00 PM ET
- Accepted
- Jan 11, 8:04 PM ET
- Size
- 15.2 KB