Edgar Filing: GOUW RANZETTA THERESIA

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 GOUW RANZETTA THERESIA

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 ACCEL PARTNERS,Â 428 UNIVERSITY AVENUE

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

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

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

(Street)

PALO ALTO,Â CAÂ 94301

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)

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 ⁽¹⁾	Â ⁽¹⁾	Common Stock	1,558,800	$ ⁽²⁾	I	See footnote ⁽⁶⁾
Series B Convertible Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	907,091	$ ⁽²⁾	I	See footnote ⁽⁶⁾
Series C Convertible Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	213,884	$ ⁽²⁾	I	See footnote ⁽⁶⁾
Series D Convertible Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	289,298	$ ⁽²⁾	I	See footnote ⁽⁶⁾
Series A Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	306,200	$ ⁽²⁾	I	See footnote ⁽⁷⁾
Series B Convertible Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	178,183	$ ⁽²⁾	I	See footnote ⁽⁷⁾
Series C Convertible Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	42,014	$ ⁽²⁾	I	See footnote ⁽⁷⁾
Series D Convertible Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	56,827	$ ⁽²⁾	I	See footnote ⁽⁷⁾
Series A Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	135,000	$ ⁽²⁾	I	See footnote ⁽⁸⁾
Series B Convertible Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	78,559	$ ⁽²⁾	I	See footnote ⁽⁸⁾
Series C Convertible Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	18,523	$ ⁽²⁾	I	See footnote ⁽⁸⁾
Series D Convertible Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	25,054	$ ⁽²⁾	I	See footnote ⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GOUW RANZETTA THERESIA C/O ACCEL PARTNERS 428 UNIVERSITY AVENUE PALO ALTO,Â CAÂ 94301	Â X	Â X	Â	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)	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.
(2)	Not applicable.
(3)	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.
(4)	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.
(5)	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.
(6)	The securities are held by Accel VIII L.P. Accel VIII Associates L.L.C. ("A8A") is the General Partner of Accel VIII L.P. and has the sole voting and investment power with respect to the shares. The Reporting Person is one of the managing members of A8A and shares voting and investment powers. The Reporting Person disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of her pecuniary interest therein.
(7)	The securities are held by Accel Internet Fund IV L.P. A8A is the General Partner of Accel Internet Fund IV L.P. and has the sole voting and investment power with respect to those entities. The Reporting Person is one of the managing members of A8A and shares voting and investment powers. The Reporting Person disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of her pecuniary interest therein.
(8)	The securities are held by Accel Investors 2002 L.L.C. ("AI2002"). The Reporting Person is one of the Managing Members of AI2002 and shares voting and investment powers. The Reporting Person disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of her pecuniary interest therein.

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