Statement of Changes in Beneficial Ownership (4)
20 September 2016 - 8:21PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Ting David
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2. Issuer Name
and
Ticker or Trading Symbol
Imprivata Inc
[
IMPR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
See Remarks
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(Last)
(First)
(Middle)
C/O IMPRIVATA, INC., 10 MAGUIRE ROAD, BUILDING 1, SUITE 125
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/16/2016
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(Street)
LEXINGTON, MA 02421
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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9/16/2016
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D
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241437
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D
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(1)
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0
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D
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Common Stock
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9/16/2016
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D
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166666
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D
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(1)
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0
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I
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By David Ting Family Trust
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option
(Right to Buy)
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$7.98
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9/16/2016
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U
(2)
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16666
(3)
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9/16/2016
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9/30/2021
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Common Stock
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16666
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$11.27
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0
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D
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Stock Option
(Right to Buy)
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$13.55
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9/16/2016
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U
(2)
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29640
(4)
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9/16/2016
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9/30/2021
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Common Stock
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29640
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$5.70
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0
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D
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Stock Option
(Right to Buy)
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$13.55
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9/16/2016
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U
(2)
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360
(5)
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9/16/2016
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9/30/2021
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Common Stock
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360
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$5.70
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0
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D
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Stock Option
(Right to Buy)
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$11.52
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9/16/2016
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U
(2)
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9600
(4)
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9/16/2016
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9/30/2021
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Common Stock
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9600
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$7.73
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0
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D
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Stock Option
(Right to Buy)
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$11.52
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9/16/2016
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U
(2)
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65400
(5)
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9/16/2016
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9/30/2021
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Common Stock
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65400
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$7.73
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0
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D
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Stock Option
(Right to Buy)
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$1.40
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9/16/2016
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U
(2)
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53333
(3)
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9/16/2016
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9/30/2021
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Common Stock
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53333
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$17.85
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0
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D
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Stock Option
(Right to Buy)
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$1.92
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9/16/2016
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U
(2)
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130234
(3)
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9/16/2016
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9/30/2021
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Common Stock
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130234
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$17.33
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0
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D
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Explanation of Responses:
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(
1)
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Disposed of pursuant to the Agreement and Plan of Merger between the Issuer, Project Brady Merger Sub, Inc. and Project Brady Holdings, LLC (the "Merger Agreement"),whereby, at the effective time of the merger contemplated therein (the "Effective Time"), all issued and outstanding shares of the Issuer's common stock were converted into the right to receive $19.25 per share in cash and, when so converted, automatically cancelled.
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(
2)
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Pursuant to the terms of the Agreement and Plan of Merger by and among Imprivata, Inc., Project Brady Merger Sub, Inc., and Project Brady Holdings, LLC, dated July 13, 2016, each unvested Company Common Stock Option shall immediately vest and become exercisable immediately prior to the Closing. At the Effective Time, each Company Common Stock Option having a per share exercise price less than $19.25 shall be cancelled for the right to receive in cash an amount per share equal to $19.25 less the exercise price.
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(
3)
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Stock Options held under 2002 Non-Qualified Stock Option Agreement for Employees.
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(
4)
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Stock Options held under 2014 Incentive Stock Option Agreement.
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(
5)
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Stock Options held under 2014 Non-Qualified Stock Option Agreement.
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Remarks:
Founder and Chief Technology Officer
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Ting David
C/O IMPRIVATA, INC.
10 MAGUIRE ROAD, BUILDING 1, SUITE 125
LEXINGTON, MA 02421
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X
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See Remarks
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Signatures
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/s/ John Milton, as Attorney-in-Fact for David Ting
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9/16/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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