Edgar Filing: KRAMER SHLOMO

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â KRAMER SHLOMO

2. Date of Event Requiring Statement (Month/Day/Year)
11/08/2011

3. Issuer Name and Ticker or Trading Symbol
IMPERVA INC [IMPV]

(Last)

(First)

(Middle)

C/O IMPERVA, INC.,Â 3400 BRIDGE PARKWAY, SUITE 200

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President and CEO

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

(Street)

REDWOOD SHORES,Â CAÂ 94065

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,215,205 ⁽¹⁾	D	Â
Common Stock	1,410,543	I	See footnote ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	333,333	$ ⁽⁴⁾	I	See footnote ⁽²⁾
Series B Convertible Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	204,333	$ ⁽⁴⁾	I	See footnote ⁽²⁾
Series C Convertible Preferred Stock	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Stock	272,515	$ ⁽⁴⁾	I	See footnote ⁽²⁾
Series D Convertible Preferred Stock	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	87,464	$ ⁽⁴⁾	I	See footnote ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KRAMER SHLOMO C/O IMPERVA, INC. 3400 BRIDGE PARKWAY, SUITE 200 REDWOOD SHORES,Â CAÂ 94065	Â X	Â X	Â President and CEO	Â

Signatures

/s/ Tram Phi, by power of attorney		11/08/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	Certain of the shares are subject to a right of repurchase held by the Issuer, which will lapse according to the following schedule: the right of repurchase shall lapse with respect to 234,578 shares on July 31, 2012; the right of repurchase shall lapse with respect to 210,954 shares on September 30, 2015; and the right of repurchase shall lapse as to 25% of 632,865 shares on May 1, 2011, with the remainder lapsing in 12 equal quarterly installments thereafter. The right of repurchase shall lapse in the event of a change in control of the Issuer and/or a termination of employment of the Reporting Person under certain circumstances following a change in control of the Issuer.
(2)	The shares are owned of record by HAPRI LIMITED, an investment holding company. The Reporting Person is one of two directors of HAPRI LIMITED. All of HAPRI LIMITED's shares are ultimately controlled by a trust of which the Reporting Person is the sole grantor and sole beneficiary during his life.
(3)	The Series A Convertible Preferred Stock is convertible into Common Stock on a one-for-one basis at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date.
(4)	Not applicable.
(5)	The Series B Convertible Preferred Stock is convertible into Common Stock on a one-for-one basis at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date.
(6)	The Series C Convertible Preferred Stock is convertible into Common Stock on a one-for-one basis at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date.
(7)	The Series D Convertible Preferred Stock is convertible into Common Stock on a one-for-one basis at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date.

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