Sec Form 4 Filing - POLARIS VENTURE MANAGEMENT CO III LLC @ Imprivata Inc - 2016-09-16

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
POLARIS VENTURE MANAGEMENT CO III LLC
2. Issuer Name and Ticker or Trading Symbol
Imprivata Inc [ IMPR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1000 WINTER STREET, SUITE 3350
3. Date of Earliest Transaction (MM/DD/YY)
09/16/2016
(Street)
WALTHAM, MA02451
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 09/16/2016 D 69,076 D 0 I ( 2 ) See Footnote ( 2 )
Common Stock 09/16/2016 D 42,002 D 0 I ( 3 ) See Footnote ( 3 )
Common Stock 09/16/2016 D 2,686,498 D 0 I ( 4 ) See Footnote ( 4 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
POLARIS VENTURE MANAGEMENT CO III LLC
1000 WINTER STREET, SUITE 3350
WALTHAM, MA02451
X
POLARIS VENTURE PARTNERS ENTREPRENEURS FUND III LP
1000 WINTER STREET, SUITE 3350
WALTHAM, MA02451
X
POLARIS VENTURE PARTNERS FOUNDERS FUND III LP
1000 WINTER STREET, SUITE 3350
WALTHAM, MA02451
X
POLARIS VENTURE PARTNERS III LP
1000 WINTER STREET, SUITE 3350
WALTHAM, MA02451
X
Signatures
POLARIS VENTURE MANAGEMENT CO. III, LLC, /s/ Mary Blair, Mary Blair, Attorney-in-Fact for Polaris Venture Management Co. III, L.L.C. 09/19/2016
Signature of Reporting Person Date
POLARIS VENTURE PARTNERS ENTREPRENEURS' FUND III, L.P., BY: POLARIS VENTURE MANAGEMENT CO. III, LLC, Its General Partner, /s/ Mary Blair, Mary Blair, Attorney-in-Fact for Polaris Venture Management Co. III, L.L.C. 09/19/2016
Signature of Reporting Person Date
POLARIS VENTURE PARTNERS FOUNDERS' FUND III, L.P., BY: POLARIS VENTURE MANAGEMENT CO. III, LLC, Its General Partner, /s/ Mary Blair, Mary Blair, Attorney-in-Fact for Polaris Venture Management Co. III, L.L.C. 09/19/2016
Signature of Reporting Person Date
POLARIS VENTURE PARTNERS III, L.P., BY: POLARIS VENTURE MANAGEMENT CO. III, LLC, Its General Partner, /s/ Mary Blair, Mary Blair, Attorney-in-Fact for Polaris Venture Management Co. III, L.L.C. 09/19/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Disposed of pursuant to the Agreement and Plan of Merger between the Issuer, Project Brady Merger Sub, Inc. and Project Brady Holdings, LLC (the "Merger Agreement"), whereby, at the effective time of the merger contemplated therein (the "Effective Time"), all issued and outstanding shares of the Issuer's common stock were converted into the right to receive $19.25 per share in cash and, when so converted, automatically cancelled.
( 2 )The shares are held directly by Polaris Venture Partners Entrepreneurs' Fund III, L.P. Polaris Venture Management Co. III, L.L.C. ("PVM") is the general partner of Polaris Venture Partners Entrepreneurs' Fund III, L.P. and has the voting and investment power over these shares and may be deemed the indirect beneficial owner of these shares. The Reporting Persons disclaim beneficial ownership of these shares, except to the extent of their pecuniary interests therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for Section 16 or any other purpose.
( 3 )The shares are held directly by Polaris Venture Partners Founders' Fund III, L.P. PVM is the general partner of Polaris Venture Partners Founders' Fund III, L.P. and has the voting and investment power over these shares and may be deemed the indirect beneficial owner of these shares. The Reporting Persons disclaim beneficial ownership of these shares, except to the extent of their pecuniary interests therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for Section 16 or any other purpose.
( 4 )The shares are held directly by Polaris Venture Partners III, L.P. PVM is the general partner of Polaris Venture Partners III, L.P. is the general partner of Polaris Venture Partners III, L.P. and has the voting and investment power over these shares and may be deemed the indirect beneficial owner of these shares. The Reporting Persons disclaim beneficial ownership of these shares, except to the extent of their pecuniary interests therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for Section 16 or any other purpose.

Remarks:
Exhibit 24 - Power of Attorney - Polaris Venture Management Co. III, L.L.C.

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