Filing Details
- Accession Number:
- 0000902664-18-003119
- Form Type:
- 13D Filing
- Publication Date:
- 2018-08-13 17:22:17
- Filed By:
- Elliott Associates, L.p.
- Company:
- Imperva Inc (NYSE:IMPV)
- Filing Date:
- 2018-08-13
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Elliott Associates | 534,471 | 0 | 534,471 | 0 | 534,471 | 1.5% |
| Elliott International | 0 | 1,135,749 | 0 | 1,135,749 | 1,135,749 | 3.2% |
| Elliott International Capital Advisors Inc | 0 | 1,135,749 | 0 | 1,135,749 | 1,135,749 | 3.2% |
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13D/A | |
| Under the Securities Exchange Act of 1934 (Amendment No. 5) | |
| Imperva, Inc. | |
| (Name of Issuer) | |
| Common Stock, par value $0.0001 per share | |
| (Title of Class of Securities) | |
| 45321L100 | |
| (CUSIP Number) | |
| Elliott Associates, L.P. c/o Elliott Management Corporation 40 West 57th Street New York, NY 10019
with a copy to: Eleazer Klein, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2000 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
| August 9, 2018 | |
| (Date of Event Which Requires Filing of This Statement) | |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 8 Pages)
______________________________
* 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 disclosures provided in a prior cover page.
The information required on 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).
| 1 | NAME OF REPORTING PERSON Elliott Associates, L.P. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER 534,471 | ||
| 8 | SHARED VOTING POWER 0 | |||
| 9 | SOLE DISPOSITIVE POWER 534,471 | |||
| 10 | SHARED DISPOSITIVE POWER 0 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 534,471 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5% | |||
| 14 | TYPE OF REPORTING PERSON PN | |||
| 1 | NAME OF REPORTING PERSON Elliott International, L.P. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 1,135,749 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 1,135,749 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,135,749 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2% | |||
| 14 | TYPE OF REPORTING PERSON PN | |||
| 1 | NAME OF REPORTING PERSON Elliott International Capital Advisors Inc. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS OO | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 1,135,749 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 1,135,749 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,135,749 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2% | |||
| 14 | TYPE OF REPORTING PERSON CO | |||
| The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (the "Amendment No. 5"). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein. |
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
| Item 3 is hereby amended and restated to read as follows: |
| Elliott Working Capital | The aggregate purchase price of the shares of Common Stock directly owned by Elliott is approximately $19,020,178. |
| Elliott International Working Capital | The aggregate purchase price of the shares of Common Stock directly owned by Elliott International is approximately $40,337,981. |
| The Reporting Persons may effect purchases of shares of Common Stock through margin accounts maintained for them with prime brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms' credit policies. Positions in shares of Common Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase shares of Common Stock. |
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
| Item 5(a) is hereby amended and restated to read as follows: | |
| (a) As of the date hereof, Elliott, Elliott International and EICA collectively have combined economic exposure in the Issuer of approximately 4.8% of the shares of Common Stock outstanding. | |
| The aggregate percentage of Common Stock reported owned by each person named herein is based upon 34,993,967 shares of Common Stock outstanding as of July 31, 2018, which is the total number of shares of Common Stock outstanding as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018 filed with the Securities and Exchange Commission on August 3, 2018. | |
| As of the date hereof, Elliott beneficially owned 534,471 shares of Common Stock, constituting approximately 1.5% of the shares of Common Stock outstanding. | |
| As of the date hereof, Elliott International beneficially owned 1,135,749 shares of Common Stock, constituting approximately 3.2% of the shares of Common Stock outstanding. EICA, as the investment manager of Elliott International, may be deemed to beneficially own the 1,135,749 shares of Common Stock beneficially owned by Elliott International, constituting approximately 3.2% of the shares of Common Stock outstanding. | |
| Collectively, Elliott, Elliott International and EICA beneficially own 1,670,220 shares of Common Stock, constituting approximately 4.8% of the shares of Common Stock outstanding. | |
| 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. | |
| Item 5(e) is hereby amended and restated to read as follows: | |
| (e) August 9, 2018. | |
| Item 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
| Item 6 is hereby amended and restated to read as follows: | |
| On June 20, 2016, Elliott, Elliott International and EICA entered into a Joint Filing Agreement (the "Joint Filing Agreement") in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached as an exhibit hereto and is incorporated herein by reference. | |
| Except as described above in this Item 6, none of the Reporting Persons has any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer. | |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATE: August 13, 2018
| ELLIOTT ASSOCIATES, L.P. | ||
| By: Elliott Capital Advisors, L.P., as General Partner | ||
| By: Braxton Associates, Inc., as General Partner | ||
| /s/ Elliot Greenberg | ||
| Name: Elliot Greenberg | ||
| Title: Vice President | ||
| ELLIOTT INTERNATIONAL, L.P. | ||
| By: Elliott International Capital Advisors Inc., as Attorney-in-Fact | ||
| /s/ Elliot Greenberg | ||
| Name: Elliot Greenberg | ||
| Title: Vice President | ||
| ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC. | ||
| /s/ Elliot Greenberg | ||
| Name: Elliot Greenberg | ||
| Title: Vice President |
SCHEDULE 1
Transactions of the Reporting Persons Effected During the Past 60 Days
The following table sets forth all the transactions in the Common Stock effected by Elliott Associates, L.P. during the past 60 days.
| Date | Security | Amount of Shs. Bought / (Sold) | Approx. price ($) per Share |
| 07/31/18 | Common Stock | (288) | 46.5000 |
| 08/01/18 | Common Stock | (3,178) | 46.6000 |
| 08/02/18 | Common Stock | (8,000) | 46.5863 |
| 08/02/18 | Common Stock | (8,000) | 47.0607 |
| 08/06/18 | Common Stock | (8,000) | 46.4245 |
| 08/07/18 | Common Stock | (1,337) | 45.7500 |
| 08/08/18 | Common Stock | (8,000) | 45.6470 |
| 08/09/18 | Common Stock | (8,000) | 46.0235 |
| 08/10/18 | Common Stock | (8,000) | 46.0800 |
| 08/13/18 | Common Stock | (14,652) | 46.3312 |
The following table sets forth all the transactions in the Common Stock effected by Elliott International, L.P. during the past 60 days.
| Date | Security | Amount of Shs. Bought / (Sold) | Approx. price ($) per Share |
| 07/31/18 | Common Stock | (612) | 46.5000 |
| 08/01/18 | Common Stock | (6,753) | 46.6000 |
| 08/02/18 | Common Stock | (17,000) | 46.5863 |
| 08/02/18 | Common Stock | (17,000) | 47.0607 |
| 08/06/18 | Common Stock | (17,000) | 46.4245 |
| 08/07/18 | Common Stock | (2,842) | 45.7500 |
| 08/08/18 | Common Stock | (17,000) | 45.6470 |
| 08/09/18 | Common Stock | (17,000) | 46.0235 |
| 08/10/18 | Common Stock | (17,000) | 46.0800 |
| 08/13/18 | Common Stock | (31,135) | 46.3312 |