Amended Statement of Ownership (sc 13g/a)
13 Février 2017 - 10:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Imprivata, Inc.
(Name
of Issuer)
Common Stock, $0.00001 par value per share
(Title of Class of Securities)
45323j103
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule
13d-1(b)
☐ Rule
13d-1(c)
☒ Rule
13d-1(d)
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*
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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 the disclosures provided in a prior cover page.
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The information required in 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 (“Act”) 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).
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CUSIP No. 45323j103
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13G
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Page
2
of 8
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Item 1(a).
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Name of Issuer
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Imprivata, Inc.
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Item 1(b).
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Address of Issuer’s Principal Executive Offices
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10 Maguire Road,
Lexington, MA 02421.
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Item 2(a).
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Names of Persons Filing
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This joint statement on Schedule 13G is being filed by
General Catalyst Group II, L.P., a Delaware limited partnership (“GC II”), GC Entrepreneurs Fund II, L.P., a Delaware limited partnership (“E Fund II”), General Catalyst Partners II, L.P., a Delaware limited partnership (“GC
II GPLP”), General Catalyst GP II, LLC, a Delaware limited liability company (“GC II GPLLC”) and the Managers (as defined below), who are collectively referred to herein as the “Reporting Persons.” GC II GPLP is the sole
general partner of GC II and E Fund II. GC II GPLLC is the sole general partner of GC II GPLP. Joel E. Cutler and David P. Fialkow (collectively, the “Managers”) are Managing Directors of GC II GPLLC. The Reporting Persons have entered
into a Joint Filing Agreement, dated as of the date hereof, a copy of which is filed with this Schedule 13G as
Exhibit 1
(which is incorporated herein by reference), pursuant to which the Reporting Persons have agreed to file this statement
jointly in accordance with the provisions of Rule
13d-1(k)
under the Act.
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Item 2(b).
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Address of Principal Business Office or, if None, Residence
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The address of the
principal business office of all Reporting Persons is 20 University Road, 4th Floor, Cambridge, MA 02138.
Each of GC II, E Fund II and GC II GPLP is a limited partnership
organized under the laws of the State of Delaware. GC II GPLLC is a limited liability company organized under the laws of the State of Delaware. Each of the Managers is a U.S. citizen.
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Item 2(d).
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Title of Class
of Securities
:
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Common Stock, $0.00001 par
value per share (“Common Shares”).
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Item 2(e).
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CUSIP Number
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45323j103.
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Item 3.
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If this statement is filed pursuant to §§
240.13d-1(b)
or
240.13d-2(b)
or (c), check
whether the person filing is
a:
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Not applicable.
Not applicable.
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CUSIP No. 45323j103
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13G
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Page
3
of 8
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Item 5.
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Ownership of Five Percent or Less of a Class
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Each Reporting Person has ceased
to beneficially own five percent (5%) or more of the Issuer’s outstanding Common Shares.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
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Not applicable.
Not applicable. This statement on Schedule 13G is not filed
pursuant to
§240.13d-1(b)
or
§240.13d-1(c).
Material to be Filed as Exhibits
.
Exhibit 1 – Agreement regarding joint filing of Schedule 13G.
Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
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CUSIP No. 45323j103
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13G
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Page
4
of 8
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: February 13, 2017
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GENERAL CATALYST GROUP II, L.P.
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By:
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GENERAL CATALYST PARTNERS II, L.P.
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its General Partner
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By:
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GENERAL CATALYST GP II, LLC
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its General Partner
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By:
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/s/ Christopher McCain
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Christopher McCain
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Chief Legal Officer
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GC ENTREPRENEURS FUND II, L.P.
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By:
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GENERAL CATALYST PARTNERS II, L.P.
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its General Partner
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By:
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GENERAL CATALYST GP II, LLC
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its General Partner
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By:
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/s/ Christopher McCain
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Christopher McCain
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Chief Legal Officer
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GENERAL CATALYST PARTNERS II, L.P.
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By:
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GENERAL CATALYST GP II, LLC
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its General Partner
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By:
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/s/ Christopher McCain
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Christopher McCain
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Chief Legal Officer
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CUSIP No. 45323j103
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13G
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Page
5
of 8
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GENERAL CATALYST GP II, LLC
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By:
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/s/ Christopher McCain
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Christopher McCain
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Chief Legal Officer
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By:
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*
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Joel E. Cutler
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By:
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*
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David P. Fialkow
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*By:
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/s/ Christopher McCain
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Christopher McCain
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As
attorney-in-fact
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This Schedule 13G was executed by Christopher McCain on behalf of the individuals listed above pursuant to a Power of
Attorney, a copy of which is attached as Exhibit 2.
IMPRIVATA INC (NYSE:IMPR)
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