Sec Form 4 Filing - Kraynak Mark E. @ IMPERVA INC - 2016-02-16

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
Kraynak Mark E.
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)
SVP & GM of Enterprise Bus.
(Last) (First) (Middle)
C/O IMPERVA, INC., 3400 BRIDGE PARKWAY, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
02/16/2016
(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 02/16/2016 M 526 ( 1 ) A $ 0 526 D
Common Stock 02/16/2016 M 923 ( 1 ) A $ 0 1,449 D
Common Stock 02/16/2016 M 4,067 ( 1 ) A $ 0 5,516 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 ( 2 ) 02/16/2016 M 937 ( 3 ) 02/04/2023( 4 ) Common Stock 937 $ 0 3,750 D
Restricted Stock Units ( 2 ) 02/16/2016 M 1,500 ( 5 ) 02/03/2024( 4 ) Common Stock 1,500 $ 0 12,000 D
Restricted Stock Units ( 2 ) 02/16/2016 M 6,500 ( 6 ) 02/02/2025( 4 ) Common Stock 6,500 $ 0 19,500 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kraynak Mark E.
C/O IMPERVA, INC.
3400 BRIDGE PARKWAY, SUITE 200
REDWOOD SHORES, CA94065
SVP & GM of Enterprise Bus.
Signatures
/s/ Shulamite White, Attorney-in-Fact 02/16/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the number of shares that were acquired in connection with the net settlement of the restricted stock units listed in Table II.
( 2 )Each restricted stock unit represents a contingent right to receive one share of common stock of the issuer upon vesting.
( 3 )The restricted stock units vest as follows: 25% of the underlying shares vest one year following the vesting commencement date of February 15, 2013, with the remaining 75% vesting in equal quarterly installments over the next three years. The restricted stock units are subject to accelerated vesting as to 100% of such shares following a change in control of the Issuer.
( 4 )The Issuer has up to 30 days following vesting to settle. The actual expiration date will be immediately following settlement.
( 5 )The restricted stock units vest as follows: 25% of the underlying shares vest one year following the vesting commencement date of February 15, 2014, with the remaining 75% vesting in equal quarterly installments over the next three years. The restricted stock units are subject to accelerated vesting as to 100% of such shares following a change in control of the Issuer.
( 6 )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.

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