Statement of Changes in Beneficial Ownership (4)
20 Septembre 2016 - 12:37PM
Edgar (US Regulatory)
FORM 4
[ ]
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
*
POLARIS VENTURE MANAGEMENT CO III LLC
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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)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
1000 WINTER STREET, SUITE 3350
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/16/2016
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(Street)
WALTHAM, MA 02451
(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)
___ Form filed by One Reporting Person
_
X
_ 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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69076
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D
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(1)
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0
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I
(2)
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See Footnote
(2)
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Common Stock
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9/16/2016
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D
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42002
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D
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(1)
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0
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I
(3)
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See Footnote
(3)
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Common Stock
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9/16/2016
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D
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2686498
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D
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(1)
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0
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I
(4)
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See Footnote
(4)
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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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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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The shares are held directly by Polaris Venture Partners Entrepreneurs' Fund III, L.P. Polaris Venture Management Co. III, L.L.C. ("PVM") is the general partner of Polaris Venture Partners Entrepreneurs' Fund III, L.P. and has the voting and investment power over these shares and may be deemed the indirect beneficial owner of these shares. The Reporting Persons disclaim beneficial ownership of these shares, except to the extent of their pecuniary interests therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for Section 16 or any other purpose.
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(
3)
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The shares are held directly by Polaris Venture Partners Founders' Fund III, L.P. PVM is the general partner of Polaris Venture Partners Founders' Fund III, L.P. and has the voting and investment power over these shares and may be deemed the indirect beneficial owner of these shares. The Reporting Persons disclaim beneficial ownership of these shares, except to the extent of their pecuniary interests therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for Section 16 or any other purpose.
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(
4)
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The shares are held directly by Polaris Venture Partners III, L.P. PVM is the general partner of Polaris Venture Partners III, L.P. is the general partner of Polaris Venture Partners III, L.P. and has the voting and investment power over these shares and may be deemed the indirect beneficial owner of these shares. The Reporting Persons disclaim beneficial ownership of these shares, except to the extent of their pecuniary interests therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for Section 16 or any other purpose.
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Remarks:
Exhibit 24 - Power of Attorney - Polaris Venture Management Co. III, L.L.C.
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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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POLARIS VENTURE MANAGEMENT CO III LLC
1000 WINTER STREET, SUITE 3350
WALTHAM, MA 02451
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X
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POLARIS VENTURE PARTNERS ENTREPRENEURS FUND III LP
1000 WINTER STREET, SUITE 3350
WALTHAM, MA 02451
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X
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POLARIS VENTURE PARTNERS FOUNDERS FUND III LP
1000 WINTER STREET, SUITE 3350
WALTHAM, MA 02451
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X
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POLARIS VENTURE PARTNERS III LP
1000 WINTER STREET, SUITE 3350
WALTHAM, MA 02451
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X
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Signatures
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POLARIS VENTURE MANAGEMENT CO. III, LLC, /s/ Mary Blair, Mary Blair, Attorney-in-Fact for Polaris Venture Management Co. III, L.L.C.
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9/19/2016
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**
Signature of Reporting Person
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Date
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POLARIS VENTURE PARTNERS ENTREPRENEURS' FUND III, L.P., BY: POLARIS VENTURE MANAGEMENT CO. III, LLC, Its General Partner, /s/ Mary Blair, Mary Blair, Attorney-in-Fact for Polaris Venture Management Co. III, L.L.C.
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9/19/2016
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**
Signature of Reporting Person
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Date
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POLARIS VENTURE PARTNERS FOUNDERS' FUND III, L.P., BY: POLARIS VENTURE MANAGEMENT CO. III, LLC, Its General Partner, /s/ Mary Blair, Mary Blair, Attorney-in-Fact for Polaris Venture Management Co. III, L.L.C.
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9/19/2016
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**
Signature of Reporting Person
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Date
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POLARIS VENTURE PARTNERS III, L.P., BY: POLARIS VENTURE MANAGEMENT CO. III, LLC, Its General Partner, /s/ Mary Blair, Mary Blair, Attorney-in-Fact for Polaris Venture Management Co. III, L.L.C.
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9/19/2016
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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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