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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Imprivata Inc [ IMPR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 08/11/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 08/11/2015 | S | 1,847,932 | D | $14.1 | 2,457,025 | D(1) | |||
Common Stock | 08/11/2015 | S | 68,733 | D | $14.1 | 91,388 | D(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. On August 11,2015, General Catalyst Group II,L.P.("GCG II") sold a total of 1,847,932 shares of Common Stock of the Issuer.The remaining shares are held by GCG II.General Catalyst GP II, LLC("GC II LLC") is the general partner of General Catalyst Partners II, L.P.("GC II LP"),which is the general partner of GCG II.Each of GC II LLC and GC II LP disclaims beneficial ownership of the shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares, except to the extent of its pecuniary interest, if any, in the shares.Each of David Fialkow and Joel Cutler is a managing director of GC II LLC and may be deemed to share voting and dispositive power of the shares held by GCG II.Each of the managing directors disclaims beneficial ownership of such shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares,except to the extent of his pecuniary interest, if any, in the shares. |
2. On August 11, 2015, GC Entrepreneurs Fund II, L.P. ("GC EF II") sold a total of 68,733 shares of Common Stock of the Issuer. The remaining shares are held by GC EF II. GC II LLC is the general partner of GC II LP, which is the general partner of GC EF II. Each of GC II LLC and GC II LP disclaims beneficial ownership of the shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares, except to the extent of its pecuniary interest, if any, in the shares. Each of David Fialkow and Joel Cutler is a managing director of GC II LLC and may be deemed to share voting and dispositive power of the shares held by GC EF II. Each of the managing directors disclaims beneficial ownership of such shares and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any, in the shares. |
Remarks: |
/s/ Christopher McCain, as attorney in fact | 08/13/2015 | |
/s/ William J. Fitzgerald, Member, COO and CFO, General Catalyst GP II, LLC, the General Partner for General Catalyst Partners II, L.P. | 08/13/2015 | |
/s/ William J. Fitzgerald, Member, COO and CFO, General Catalyst GP II, LLC, the General Partner for General Catalyst Partners II, L.P., the General Partner for General Catalyst Group II, L.P. and GC Entrepreneurs Fund II, L.P. | 08/13/2015 | |
/s/ Joel Cutler | 08/13/2015 | |
/s/ David Fialkow | 08/13/2015 | |
/s/ William J. Fitzgerald, Member, COO and CFO, General Catalyst GP II, LLC | 08/13/2015 | |
** 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). | ||
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. |