SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D - 101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 2)*
Imperva, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
45321L 10 0
(CUSIP Number)
Stephen M. Schultz, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
(212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 8, 2017
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Elliott Associates, L.P. | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) [x] | |
| (b) [ ] | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS |
| WC | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
| 7. | SOLE VOTING POWER |
| 719,724 | |
| 8. | SHARED VOTING POWER |
| 0 | |
| 9. | SOLE DISPOSITIVE POWER |
| 719,724 | |
| 10. | SHARED DISPOSITIVE POWER |
| 0 | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 719,724 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 2.1% | |
| 14. | TYPE OF REPORTING PERSON |
| PN | |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Elliott International, L.P. | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) [x] | |
| (b) [ ] | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS |
| WC | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| Cayman Islands, British West Indies | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
| 7. | SOLE VOTING POWER |
| 0 | |
| 8. | SHARED VOTING POWER |
| 1,529,413 | |
| 9. | SOLE DISPOSITIVE POWER |
| 0 | |
| 10. | SHARED DISPOSITIVE POWER |
| 1,529,413 | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 1,529,413 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 4.5% | |
| 14. | TYPE OF REPORTING PERSON |
| PN | |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Elliott International Capital Advisors Inc. | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) [x] | |
| (b) [ ] | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS |
| OO | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
| 7. | SOLE VOTING POWER |
| 0 | |
| 8. | SHARED VOTING POWER |
| 1,529,413 | |
| 9. | SOLE DISPOSITIVE POWER |
| 0 | |
| 10. | SHARED DISPOSITIVE POWER |
| 1,529,413 | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 1,529,413 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 4.5% | |
| 14. | TYPE OF REPORTING PERSON |
| CO | |
The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (the "Amendment No. 2"). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
| Elliott Working Capital | The aggregate purchase price of the shares of Common Stock directly owned by Elliott is approximately $25,715,950. | |
| Elliott International Working Capital | The aggregate purchase price of the shares of Common Stock directly owned by Elliott International is approximately $54,963,751. | |
The Reporting Persons may effect purchases of shares of Common Stock through margin accounts maintained for them with prime brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms' credit policies. Positions in shares of Common Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase shares of Common Stock.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
The Reporting Persons are pleased with the operational progress achieved at the Company over the last year, including its recent revenue growth of 29% last quarter and its significant operating income improvement. In addition, the Reporting Persons are highly supportive of the Company's new CEO Chris Hylen, who had a strong track record as the CEO of Citrix GetGo. With the Issuer's share price appreciating meaningfully from the Reporting Persons' cost basis, the Reporting Persons have reduced their position in the Issuer but remain sizable investors and a top 5 shareholder in the Issuer.
| ITEM 5. | Interest in Securities of the Issuer. |
Item 5(a) is hereby amended and restated to read as follows:
(a) As of the close of business on September 12, 2017, Elliott, Elliott International and EICA collectively have combined economic exposure in the Issuer of approximately 9.5% of the shares of Common Stock outstanding.
The aggregate percentage of Common Stock reported owned by each person named herein is based upon 33,814,837 shares of Common Stock outstanding as of July 31, 2017, which is the total number of shares of Common Stock outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 3, 2017.
As of the close of business on September 12, 2017, Elliott beneficially owned 719,724 shares of Common Stock, constituting approximately 2.1% of the shares of Common Stock outstanding.
As of the close of business on September 12, 2017, Elliott International beneficially owned 1,529,413 shares of Common Stock, constituting approximately 4.5% of the shares of Common Stock outstanding. EICA, as the investment manager of Elliott International, may be deemed to beneficially own the 1,529,413 shares of Common Stock beneficially owned by Elliott International, constituting approximately 4.5% of the shares of Common Stock outstanding.
Collectively, Elliott, Elliott International and EICA beneficially own 2,249,137 shares of Common Stock, constituting approximately 6.7% of the shares of Common Stock outstanding.
Collectively, Elliott, Elliott International and EICA have economic exposure comparable to approximately 2.8% of the shares of Common Stock outstanding pursuant to the Derivative Agreements, as disclosed in Item 6.
Item 5(c) is hereby amended and restated to read as follows:
(c) The transactions effected by the Reporting Persons since the filing of the initial Schedule 13D are set forth on Schedule 1 attached hereto.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
The first three paragraphs of Item 6 are hereby amended and restated to read as follows:
Elliott, through The Liverpool Limited Partnership, a Bermuda limited partnership and a wholly-owned subsidiary of Elliott ("Liverpool"), and Elliott International have entered into notional principal amount derivative agreements (the "Derivative Agreements") in the form of cash settled swaps with respect to 307,335 and 653,086 shares of Common Stock of the Issuer, respectively (representing economic exposure comparable to approximately less than 1% and 1.9% of the shares of Common Stock of the Issuer, respectively). Collectively, the Derivative Agreements held by the Reporting Persons represent economic exposure comparable to an interest in approximately 2.8% of the shares of Common Stock. The Derivative Agreements provide Elliott and Elliott International with economic results that are comparable to the economic results of ownership but do not provide them with the power to vote or direct the voting or dispose of or direct the disposition of the shares that are referenced in the Derivative Agreements (such shares, the "Subject Shares"). The Reporting Persons disclaim beneficial ownership in the Subject Shares. The counterparties to the Derivative Agreements are unaffiliated third party financial institutions.
Elliott is beneficially short (i) 1,376 call options with a strike price of $45.00, which expire on September 15, 2017 and (ii) 320 call options with a strike price of $45.00, which expire on October 20, 2017.
Elliott International is beneficially short (i) 2,924 call options with a strike price of $45.00, which expire on September 15, 2017 and (ii) 680 call options with a strike price of $45.00, which expire on October 20, 2017.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: September 12, 2017
| ELLIOTT ASSOCIATES, L.P. | |||
| By: Elliott Capital Advisors, L.P., as General Partner | |||
| By: Braxton Associates, Inc., as General Partner | |||
| By: | /s/ Elliot Greenberg | ||
| Elliot Greenberg, | |||
| Vice President | |||
| ELLIOTT INTERNATIONAL, L.P. | |||
| By: Elliott International Capital Advisors Inc., | |||
| as Attorney-in-Fact | |||
| By: | /s/ Elliot Greenberg | ||
| Elliot Greenberg, | |||
| Vice President | |||
| ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC. | |||
| By: | /s/ Elliot Greenberg | ||
| Elliot Greenberg, | |||
| Vice President | |||
SCHEDULE 1
Transactions of the Reporting Persons Effected Since the Filing of the Initial Schedule 13D
The following transactions were effected by Elliott Associates, L.P. in the Common Stock:
Date | Security | Amount of Shs. Bought / (Sold) | Approx. price ($) per Share |
| 09/11/17 | Common Stock | (24,788) | 45.9016 |
| 09/08/17 | Common Stock | (24,234) | 45.9514 |
All of the above transactions were effected on the open market.
The following transactions were effected by Elliott International, L.P. in the Common Stock:
Date | Security | Amount of Shs. Bought / (Sold) | Approx. price ($) per Share |
| 09/11/17 | Common Stock | (52,674) | 45.9016 |
| 09/08/17 | Common Stock | (7,838) | 45.9514 |
All of the above transactions were effected on the open market.