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IMPR Imprivata, Inc.

19.26
0.00 (0.00%)
Last Updated: 00:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type
Imprivata, Inc. NYSE:IMPR NYSE Common Stock
  Price Change % Change Share Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 19.26 0 00:00:00

Statement of Changes in Beneficial Ownership (4)

20/09/2016 11:24am

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).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Kalowski Jeffrey
2. Issuer Name and Ticker or Trading Symbol

Imprivata Inc [ IMPR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Financial Officer
(Last)          (First)          (Middle)

C/O IMPRIVATA, INC., 10 MAGUIRE ROAD, BUILDING 1, SUITE 125
3. Date of Earliest Transaction (MM/DD/YYYY)

9/16/2016
(Street)

LEXINGTON, MA 02421
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   9/16/2016     D    209877   D   (1) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Stock Option (Right to Buy)   $7.98   9/16/2016     U   (2)       40666   (3)   9/16/2016   9/30/2021   Common Stock   40666   $17.33   0   D    
Stock Option (Right to Buy)   $13.55   9/16/2016     U   (2)       36900   (4)   9/16/2016   9/30/2021   Common Stock   36900   $5.70   0   D    
Stock Option (Right to Buy)   $13.55   9/16/2016     U   (2)       143100   (3)   9/16/2016   9/30/2021   Common Stock   143100   $5.70   0   D    
Stock Option (Right to Buy)   $11.52   9/16/2016     U   (2)       8334   (4)   9/16/2016   9/30/2021   Common Stock   8334   $7.73   0   D    
Stock Option (Right to Buy)   $11.52   9/16/2016     U   (2)       191666   (5)   9/16/2016   9/30/2021   Common Stock   191666   $7.73   0   D    
Stock Option (Right to Buy)   $3.15   9/16/2016     U   (2)       16666    9/16/2016   9/30/2021   Common Stock   16666   $16.10   0   D    

Explanation of Responses:
( 1)  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.
( 2)  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.
( 3)  Stock options held under 2014 Incentive Stock Option Agreement.
( 4)  Stock options held under 2014 Non-Qualified Stock Option Agreement.
( 5)  Stock options held under 2002 Incentive Stock Option Agreement for employees.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Kalowski Jeffrey
C/O IMPRIVATA, INC.
10 MAGUIRE ROAD, BUILDING 1, SUITE 125
LEXINGTON, MA 02421


Chief Financial Officer

Signatures
/s/ John Milton, as Attorney-in-Fact for Jeffrey Kalowski 9/16/2016
** 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 control number.

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