Sec Form 4 Filing - KRAUSZ STEVEN M @ IMPERVA INC - 2012-11-08

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
KRAUSZ STEVEN M
2. Issuer Name and Ticker or Trading Symbol
IMPERVA INC [ IMPV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2735 SAND HILL ROAD
3. Date of Earliest Transaction (MM/DD/YY)
11/08/2012
(Street)
MENLO PARK, CA94025
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 11/08/2012 S 7,000 D $ 30.885 ( 1 ) 22,252 D
Common Stock 11/09/2012 G 4,000 D 18,252 D
Common Stock 478,200 I Directly owned by USVP VIII ( 3 )
Common Stock 3,159 I Directly owned by AFF VIII ( 3 )
Common Stock 13,660 I Directly owned by EP VIII-A ( 3 )
Common Stock 6,921 I Directly owned by EP VIII-B ( 3 )
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. Tran saction 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
Stock Option (right to buy) $ 27.86 ( 4 ) 06/06/2022 Common Stock 8,399 8,399 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KRAUSZ STEVEN M
2735 SAND HILL ROAD
MENLO PARK, CA94025
X
Signatures
Michael P. Maher - Attorney in Fact for the reporting person 11/12/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.62 to $31.01, inclusive for sales on 11/8/12 . The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4
( 2 )Gift of shares. No sales price is applicable to this gift.
( 3 )Steven M. Krausz is a managing member of Presidio Management Group VIII, LLC ("PMG VIII"). PMG VIII is the general partner of US Venture Partners VIII, L.P. ("USVP VIII"), USVP Entrepreneur Partners VIII-A, L.P. ("EP VIII-A"), USVP Entrepreneur Partners VIII-B, L.P. ("EP VIII-B"), and USVP VIII Affiliates Fund, L.P. ("AFF VIII"), and Irwin Federman, Winston S. Fu, David E. Liddle, Paul A Matteucci, Jonathan D. Root, Christopher J. Rust, Casey M. Tansey, and Philip M. Young may be deemed to share voting and dispositive power over the shares held by USVP VIII, EP VIII-A, EP VIII-B and AFF VIII. Such persons and entities disclaim beneficial ownership of shares held by USVP VIII, EP VIII-A, EP VIII-B and AFF VIII except to the extent of any pecuniary interest therein.
( 4 )This stock option vests as to 100% of the underlying shares 12 months following the vesting commencement date of June 7, 2012. This stock option is subject to accelerated vesting as to 100% of such shares following a change in control of the Issuer.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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