Anthony J Bettencourt Form 4 IMPERVA / Anthony J Bettencourt ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Bettencourt Anthony J

(Last) (First) (Middle)

C/O IMPERVA, INC.

3400 BRIDGE PARKWAY

(Street)

REDWOOD SHORES CA 94065

(City) (State) (Zip)

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
X	Officer (give title below)	Other (specify below)
Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	05/15/2017		M		16,563	A	$0.00	16,563	D
Common Stock	05/15/2017		F(1)		8,643	D	$47.85	7,920	D
Common Stock	05/15/2017		M		2,237	A	$0.00	10,157	D
Common Stock	05/15/2017		F(1)		1,168	D	$47.85	8,989	D
Common Stock	05/15/2017		M		1,694	A	$0.00	10,683	D
Common Stock	05/15/2017		F(1)		884	D	$47.85	9,799	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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)	05/15/2017		M			16,563	(3)	08/19/2024(4)	Common Stock	16,563	$0.00	99,375	D
Restricted Stock Units	(2)	05/15/2017		M			2,237	(5)	01/31/2026(4)	Common Stock	2,237	$0.00	24,613	D
Restricted Stock Units	(2)	05/15/2017		M			1,694	(6)	01/31/2026(4)	Common Stock	1,694	$0.00	10,165	D

Explanation of Responses:

1. Exempt transaction pursuant to Rule 16b-3(e). The shares were automatically withheld by the Issuer in accordance with the agreement governing the RSUs to satisfy tax withholding obligations of the Reporting Person resulting from the vesting and settlement of the RSUs. The shares were withheld and cancelled by the Issuer and no shares were sold by the Reporting Person.

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 November 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 in the event of a termination of employment of the Reporting Person under certain circumstances 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, 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 certain circumstances following a change in control of the Issuer.

6. The restricted stock units vest as follows: 12.5% of the underlying shares vest on February 15, 2017, with the remainder vesting in equal 12.5% installments over the next seven quarters. 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.

Remarks:

	/s/ Shulamite White, Attorney-in-Fact	05/16/2017
	** Signature of Reporting Person	Date
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).
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