13D Filing: Elliott Associates, L.P. and Imperva Inc (IMPV)

Item 5(c) is hereby amended and restated to read as follows:

(c)       The
transactions effected by the Reporting Persons during the past 60 days are set forth on Schedule 1 attached hereto.

The first three paragraphs of Item 6 are hereby amended and
restated to read as follows:

Elliott,
through The Liverpool Limited Partnership, a Bermuda limited partnership and a wholly-owned subsidiary of Elliott (“Liverpool”),
and Elliott International have entered into notional principal amount derivative agreements (the “Derivative Agreements”)
in the form of cash settled swaps with respect to 268,828 and 571,258 shares of Common Stock of the Issuer, respectively (representing
economic exposure comparable to approximately less than 1% and 1.7% of the shares of Common Stock of the Issuer, respectively).
Collectively, the Derivative Agreements held by the Reporting Persons represent economic exposure comparable to an interest in
approximately 2.5% of the shares of Common Stock. The Derivative Agreements provide Elliott and Elliott International with economic
results that are comparable to the economic results of ownership but do not provide them with the power to vote or direct the voting
or dispose of or direct the disposition of the shares that are referenced in the Derivative Agreements (such shares, the “Subject
Shares”). The Reporting Persons disclaim beneficial ownership in the Subject Shares. The counterparties to the Derivative
Agreements are unaffiliated third party financial institutions.

Elliott sold to counterparties call options that provided the counterparty the right to buy from Elliott up to 32,000 shares of Common
Stock at a price of $42.50 per share, if such right was exercised prior to or on January 19, 2018. Such call options were exercised
on January 19, 2018.

Elliott
International sold to counterparties call options that provided the counterparty the right to buy from Elliott International
up to 68,000 shares of Common Stock at a price of $42.50 per share, if such right was exercised prior to or on January 19,
2018. Such call options were exercised on January 19, 2018.