SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
5AM Ventures V, L.P.
(Last) (First) (Middle)
501 2ND STREET, SUITE 350
(Street)
SAN FRANCISCO CA 94107
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
IMPEL NEUROPHARMA INC [ IMPL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/27/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/27/2021 C 808,259 A (1) 808,259 I See footnote(2)
Common Stock 04/27/2021 C 540,265 A (1) 1,348,524 I See footnote(2)
Common Stock 04/27/2021 C 500,932 A (1) 1,849,456 I See footnote(2)
Common Stock 04/27/2021 C 358,878 A (1) 2,208,334 I See footnote(2)
Common Stock 04/27/2021 C 101,457 A $13.5 2,309,791 I See footnote(2)
Common Stock 04/27/2021 P 575,000 A $15 575,000 I See footnote(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series C-1 Preferred Stock (1) 04/27/2021 C 13,233,885 (1) (1) Common Stock 808,259 $0.00 0 I See Footnote(2)
Series C-2 Preferred Stock (1) 04/27/2021 C 8,845,942 (1) (1) Common Stock 540,265 $0.00 0 I See Footnote(2)
Series C-3 Preferred Stock (1) 04/27/2021 C 8,201,930 (1) (1) Common Stock 500,932 $0.00 0 I See Footnote(2)
Series D Preferred Stock (1) 04/27/2021 C 5,876,034 (1) (1) Common Stock 358,878 $0.00 0 I See Footnote(2)
5% Convertible Note due 2021 $13.5 04/27/2021 C 1,359,799.28(4) (5) 12/31/2021 Common Stock 101,457 $0.00 0 I See Footnote(2)
1. Name and Address of Reporting Person*
5AM Ventures V, L.P.
(Last) (First) (Middle)
501 2ND STREET, SUITE 350
(Street)
SAN FRANCISCO CA 94107
(City) (State) (Zip)
1. Name and Address of Reporting Person*
5AM Partners V, LLC
(Last) (First) (Middle)
501 2ND STREET, SUITE 350
(Street)
SAN FRANCISCO CA 94107
(City) (State) (Zip)
1. Name and Address of Reporting Person*
PARMAR KUSH
(Last) (First) (Middle)
501 2ND STREET, SUITE 350
(Street)
SAN FRANCISCO CA 94107
(City) (State) (Zip)
1. Name and Address of Reporting Person*
ROCKLAGE SCOTT M
(Last) (First) (Middle)
501 2ND STREET, SUITE 350
(Street)
SAN FRANCISCO CA 94107
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Schwab Andrew J.
(Last) (First) (Middle)
501 2ND STREET, SUITE 350
(Street)
SAN FRANCISCO CA 94107
(City) (State) (Zip)
1. Name and Address of Reporting Person*
5AM Opportunities I, L.P.
(Last) (First) (Middle)
501 2ND STREET, SUITE 350
(Street)
SAN FRANCISCO CA 94107
(City) (State) (Zip)
1. Name and Address of Reporting Person*
5AM Opportunities I (GP), LLC
(Last) (First) (Middle)
501 2ND STREET, SUITE 350
(Street)
SAN FRANCISCO CA 94107
(City) (State) (Zip)
Explanation of Responses:
1. Each share Series C-1 Preferred Stock, Series C-2 Preferred Stock, Series C-3 Preferred Stock and Series D Preferred Stock automatically converted into shares of Common Stock upon the closing of the Issuer's initial public offering (the "IPO") for no additional consideration, on a 16.37332-for-one basis, and had no expiration date.
2. The shares are directly held by 5AM Ventures V, L.P. ("Ventures V"). 5AM Partners V, LLC ("Partners V") is the sole general partner of Ventures V. Andrew J. Schwab, Dr. Scott M. Rocklage and Dr. Kush Parmar, are the managing members of Partners V and may be deemed to have shared voting and investment power over the shares beneficially owned by Ventures V. Each of Partners V, Mr. Schwab, Dr. Rocklage and Dr. Parmar disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.
3. The shares are directly held by 5AM Opportunities I, L.P ("Opportunities LP"). 5AM Opportunities I (GP), LLC ("Opportunities GP") is the sole general partner of Opportunities LP. Andrew J. Schwab and Dr. Kush Parmar are the managing members of Opportunities GP and may be deemed to have shared voting and investment power over the shares beneficially owned by Opportunities LP. Each of Opportunities GP, Mr. Schwab and Dr. Parmar disclaims beneficial ownership of such shares held directly by Opportunities LP, except to the extent of its or his pecuniary interest therein.
4. Represents the principal amount of the Note.
5. The outstanding principal and accrued interest on the convertible promissory note automatically converted into shares of Common Stock upon the closing of the IPO at a conversion price of $13.50 per share.
Remarks:
5AM Ventures V, L.P., By: 5AM Partners V, LLC, its General Partner, By /s/ Scott M. Rocklage, Managing Member 04/29/2021
/s/ Scott M. Rocklage 04/29/2021
/s/ Kush Parmar 04/29/2021
/s/ Scott M. Rocklage 04/29/2021
/s/ Andrew J. Schwab 04/29/2021
5AM Opportunities I, L.P., By: 5AM Opportunities I (GP), LLC, its General Partner, By /s/ Andrew J. Schwab, Managing Member 04/29/2021
5AM Opportunities I (GP), LLC, By /s/ Andrew J. Schwab, Managing Member 04/29/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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