Imperva Inc (IMPV): Billionaire Paul Singer’s Elliott Reveals New Stake

The Reporting Persons believe the securities of the Issuer are materially undervalued. The Reporting Persons believe the Issuer operates in a highly strategic area of the technology industry with an attractive competitive position and a compelling product set in both the web application firewall and database activity monitoring markets, the value of which is not reflected in the Issuer’s current market value.  The Reporting Persons believe there are both strategic and operational opportunities for the Issuer that would meaningfully increase value to shareholders and have initiated a dialogue with the Issuer’s Management and Board of Directors (the “Board”) regarding those opportunities.

Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor (i) to increase or decrease their respective positions in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions, including through a trading plan created under Rule 10b5-1(c) or otherwise, on such terms and at such times as the Reporting Persons may deem advisable and/or (ii) to enter into transactions that increase or hedge their economic exposure to the Common Stock without affecting their beneficial ownership of shares of Common Stock.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons may take positions and/or make proposals with respect to, or with respect to potential changes in, the operations, management, the certificate of incorporation and bylaws, Board of Directors composition, ownership, capital or corporate structure, dividend policy, potential acquisitions or sales involving the Issuer or certain of the Issuer’s businesses or assets including advocating for a sales process, including a transaction in which the Reporting Persons may participate, strategy and plans of the Issuer as a means of enhancing shareholder value, or may change their intention with respect to any and all matters referred to in Item 4. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time in the future express their views to and/or meet with management, the Board of Directors, other shareholders or third parties, including, potential acquirers, service providers and financing sources, and/or formulate plans or proposals regarding the Issuer, its assets or its securities. Such proposals or positions may include one or more plans that relate to or would result in any of the actions set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D.

The aggregate percentage of Common Stock reported owned by each person named herein is based upon 32,261,081 shares of Common Stock outstanding as of May 2, 2016, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2016.

As of the close of business on June 20, 2016, Elliott beneficially owned 726,002 shares of Common Stock, constituting approximately 2.3% of the shares of Common Stock outstanding.

As of the close of business on June 20, 2016, Elliott International beneficially owned 1,473,998 shares of Common Stock, constituting approximately 4.6% of the shares of Common Stock outstanding. EICA, as the investment manager of Elliott International, may be deemed to beneficially own the 1,473,998 shares of Common Stock beneficially owned by Elliott International, constituting approximately 4.6% of the shares of Common Stock outstanding.

Collectively, Elliott, Elliott International and EICA beneficially own 2,200,000 shares of Common Stock, constituting approximately 6.8% of the shares of Common Stock outstanding.

Collectively, Elliott, Elliott International and EICA have economic exposure comparable to approximately 2.9% of the shares of Common Stock outstanding pursuant to the Derivative Agreements, as disclosed in Item 6.

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 313,500 and 636,500 shares of Common Stock of the Issuer, respectively (representing economic exposure comparable to approximately 1.0% and 2.0% 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 2.9% 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 has sold to counterparties put options that provide the counterparty the right to put to Elliott up to 68,600 shares of Common Stock at a price of $40 per share, if such right is exercised prior to or on July 16, 2016.

Elliott International has sold to counterparties put options that provide the counterparty the right to put to Elliott International up to 139,300 shares of Common Stock at a price of $40 per share, if such right is exercised prior to or on July 16, 2016.

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.

SCHEDULE 1

Transactions of the Reporting Persons Effected During the Past 60 Days

The following transactions were effected by Elliott Associates, L.P. in the Common Stock:

Date	Security	Amount of Shs. Bought / (Sold)	Approx. price ($) per Share
06/20/16	Common Stock	15,244	40.8134
06/17/16	Common Stock	14,823	39.9162
06/16/16	Common Stock	11,183	39.7430
06/15/16	Common Stock	2,710	40.6460
06/14/16	Common Stock	12,140	38.4127
06/13/16	Common Stock	24,750	38.6230
06/10/16	Common Stock	49,500	37.6060
06/09/16	Common Stock	66,000	37.6189
06/02/16	Common Stock	10,376	38.8091
05/31/16	Common Stock	1,650	38.2157
05/31/16	Common Stock	19,800	38.0207
05/27/16	Common Stock	24,022	36.8558
05/26/16	Common Stock	9,746	35.9605
05/25/16	Common Stock	20,801	36.1315
05/25/16	Common Stock	24,750	36.4141
05/24/16	Common Stock	4,290	35.7017
05/23/16	Common Stock	34,569	35.3776
05/20/16	Common Stock	16,500	34.9243
05/19/16	Common Stock	37,364	34.1300
05/18/16	Common Stock	23,378	34.2001
05/18/16	Common Stock	16,500	34.0886
05/17/16	Common Stock	50,127	34.0005
05/16/16	Common Stock	19,064	34.1526
05/13/16	Common Stock	23,616	33.8701
05/12/16	Common Stock	55,741	33.7881
05/11/16	Common Stock	16,500	34.5810
05/10/16	Common Stock	17,383	34.2019
05/09/16	Common Stock	7,775	33.6995
05/06/16	Common Stock	95,700	33.4859

All of the above transactions were effected on the open market.