Cutler Joel E Form 4 Imprivata / David P Fialkow 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

X

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^*

General Catalyst Group II, L.P.

(Last) (First) (Middle)

C/O GENERAL CATALYST PARTNERS

20 UNIVERSITY ROAD, 4TH FLOOR

(Street)

CAMBRIDGE MA 02138

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2016

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

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

	Form filed by One Reporting Person
X	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	05/26/2016		S		24,103	D	$13.508(8)	2,432,922	D(1)(2)
Common Stock	05/26/2016		S		897	D	$13.508(8)	90,491	D(3)(4)
Common Stock	05/27/2016		S		20,811	D	$13.462(9)	2,412,111	D(2)(5)
Common Stock	05/27/2016		S		775	D	$13.462(9)	89,716	D(4)(6)
Common Stock								10,000	D(7)

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

1. Name and Address of Reporting Person^*

General Catalyst Group II, L.P.

(Last) (First) (Middle)

C/O GENERAL CATALYST PARTNERS

20 UNIVERSITY ROAD, 4TH FLOOR

(Street)

CAMBRIDGE MA 02138

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GC Entrepreneurs Fund II, L.P.

(Last) (First) (Middle)

C/O GENERAL CATALYST PARTNERS

20 UNIVERSITY ROAD, 4TH FLOOR

(Street)

CAMBRIDGE MA 02138

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

General Catalyst GP II, LLC

(Last) (First) (Middle)

C/O GENERAL CATALYST PARTNERS

20 UNIVERSITY ROAD, 4TH FLOOR

(Street)

CAMBRIDGE MA 02138

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

General Catalyst Partners II, L.P.

(Last) (First) (Middle)

C/O GENERAL CATALYST PARTNERS

20 UNIVERSITY ROAD, 4TH FLOOR

(Street)

CAMBRIDGE MA 02138

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cutler Joel E

(Last) (First) (Middle)

C/O GENERAL CATALYST PARTNERS

20 UNIVERSITY ROAD, 4TH FLOOR

(Street)

CAMBRIDGE MA 02138

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Fialkow David P

(Last) (First) (Middle)

C/O GENERAL CATALYST PARTNERS

20 UNIVERSITY ROAD, 4TH FLOOR

(Street)

CAMBRIDGE MA 02138

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Orfao David J

(Last) (First) (Middle)

C/O GENERAL CATALYST PARTNERS

20 UNIVERSITY ROAD, 4TH FLOOR

(Street)

CAMBRIDGE MA 02138

(City) (State) (Zip)

Explanation of Responses:

1. On May 26, 2016, General Catalyst Group II, L.P. ("GCG II") sold a total of 24,103 shares of Common Stock of the Issuer. The remaining shares are held by GCG II.

2. 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 Joel Cutler, David Fialkow and David Orfao 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.

3. On May 26, 2016, GC Entrepreneurs Fund II, L.P. ("GC EF II") sold a total of 897 shares of Common Stock of the Issuer. The remaining shares are held by GC EF II.

4. 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 Joel Cutler, David Fialkow and David Orfao 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

5. On May 27, 2016, GCG II sold a total of 20,811 shares of Common Stock of the Issuer. The remaining securities are held by GCG II.

6. On May 27, 2016, GC EF II sold a total of 775 shares of Common Stock of the Issuer. The remaining securities are held by GC EF II.

7. Shares held directly by David Orfao. None of the other reporting persons has a pecuniary interest in or beneficial ownership of such shares.

8. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.46 to $13.71, inclusive. The reporting person undertakes to provide to IMPR, any security holder of IMPR, 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 footnotes (8) and (9) to this Form 4.

9. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.40 to $13.63, inclusive.

Remarks:

	/s/ Christopher McCain, Attorney-in-fact	05/31/2016
	** 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.