Sec Form 4 Filing - Shulman Amichai @ IMPERVA INC - 2016-02-01

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Shulman Amichai
2. Issuer Name and Ticker or Trading Symbol
IMPERVA INC [ IMPV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Technology Officer
(Last) (First) (Middle)
C/O IMPERVA, INC., 3400 BRIDGE PARKWAY, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
02/01/2016
(Street)
REDWOOD SHORES, CA94065
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/01/2016 S( 1 ) 2,996 D $ 50.49 ( 2 ) 27,769 I See Footnote ( 3 )
Common Stock 02/01/2016 S( 1 ) 4 D $ 51.16 27,765 I See Footnote ( 3 )
Common Stock 86,740 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units ( 4 ) 02/01/2016 A 8,200 ( 5 ) 01/31/2016( 6 ) Common Stock 8,200 $ 0 8,200 D
Restricted Stock Units ( 4 ) 02/01/2016 A 20,000 ( 7 ) 02/02/2025( 6 ) Common Stock 20,000 $ 0 20,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Shulman Amichai
C/O IMPERVA, INC.
3400 BRIDGE PARKWAY, SUITE 200
REDWOOD SHORES, CA94065
Chief Technology Officer
Signatures
/s/ Shulamite White, Attorney-in-Fact 02/03/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction was effected pursuant to a Rule 10b51 plan adopted by the Reporting Person.
( 2 )Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $50.07 to $50.96. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
( 3 )The shares are owned of record by Amichai Shulman Holdings 2000 Ltd. The Reporting Person is a director and beneficial owner of the shares heldby such entity.
( 4 )Each restricted stock unit represents a contingent right to receive one share of common stock of the issuer upon vesting.
( 5 )The restricted stock units vest as follows: 25% of the underlying shares vest one year following the vesting commencement date of February 15, 2016, 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 of the Reporting Person under certaincircumstances following a change in control of the Issuer.
( 6 )The Issuer has up to 30 days following vesting to settle. The actual expiration date will be immediately following settlement.
( 7 )On February 3, 2015, 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, 2015. On February 1, 2016, the compensation committee determined that the performance conditions had been achieved at the maximum level and awarded the restricted stock units, which vest as to 25% of the underlying shares on February 15, 2016, with the remaining 75% vesting in three equal quarterly installments thereafter. 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.