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
OMB APPROVAL
OMB Number: 3235-0104
Expires: February 28, 2011
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Oaktree-TCDRS Strategic Credit, LLC
2. Date of Event Requiring Statement (Month/Day/Year)
11/10/2023		 3. Issuer Name and Ticker or Trading Symbol
IMPEL PHARMACEUTICALS INC [IMPL]
(Last)
(First)
(Middle)
333 S. GRAND AVENUE,, 28TH FLOOR		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)

LOS ANGELES, CA 90071		 6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants   (1)   (1) Common Stock 2,671,763 (2) (3) $ 0.01 I See Footnote (4) (5)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Oaktree-TCDRS Strategic Credit, LLC
333 S. GRAND AVENUE,
28TH FLOOR
LOS ANGELES, CA 90071		     X    
Oaktree-Forrest Multi-Strategy,LLC
333 S. GRAND AVENUE,
28TH FLOOR
LOS ANGELES, CA 90071		     X    
Oaktree-TBMR Strategic Credit Fund C, LLC
333 S. GRAND AVENUE,
28TH FLOOR
LOS ANGELES, CA 90071		     X    
Oaktree-TBMR Strategic Credit Fund F, LLC
333 S. GRAND AVENUE,
28TH FLOOR
LOS ANGELES, CA 90071		     X    
Oaktree-TBMR Strategic Credit Fund G, LLC
333 S. GRAND AVENUE,
28TH FLOOR
LOS ANGELES, CA 90071		     X    
Oaktree-TSE 16 Strategic Credit, LLC
333 S. GRAND AVENUE,
28TH FLOOR
LOS ANGELES, CA 90071		     X    
INPRS Strategic Credit Holdings, LLC
333 S. GRAND AVENUE,
28TH FLOOR
LOS ANGELES, CA 90071		     X    
Oaktree Gilead Investment Fund AIF (Delaware), L.P.
333 S. GRAND AVENUE,
28TH FLOOR
LOS ANGELES, CA 90071		     X    
Oaktree Specialty Lending Corp
333 S. GRAND AVENUE,
28TH FLOOR
LOS ANGELES, CA 90071		     X    
Oaktree Strategic Credit Fund
333 S. GRAND AVENUE,
28TH FLOOR
LOS ANGELES, CA 90071		     X    

Signatures

Oaktree-TCDRS Strategic Credit, LLC,By: Oaktree Capital Management, L.P., Its: Manager/s/ Henry Orren, Senior Vice President 11/20/2023
**Signature of Reporting Person Date

Oaktree-Forrest Multi-Strategy, LLC,By: Oaktree Capital Management, L.P., Its: Manager,/s/ Henry Orren, Senior Vice President 11/20/2023
**Signature of Reporting Person Date

Oaktree-TBMR Strategic Credit Fund C, LLC,By: Oaktree Capital Management, L.P., Its: Manager,/s/ Henry Orren, Senior Vice President 11/20/2023
**Signature of Reporting Person Date

Oaktree-TBMR Strategic Credit Fund F, LLC,By: Oaktree Capital Management, L.P., Its: Manager,/s/ Henry Orren, Senior Vice President 11/20/2023
**Signature of Reporting Person Date

Oaktree-TBMR Strategic Credit Fund G, LLC,By: Oaktree Capital Management, L.P., Its: Manager,/s/ Henry Orren, Senior Vice President 11/20/2023
**Signature of Reporting Person Date

Oaktree-TSE 16 Strategic Credit, LLC,By: Oaktree Capital Management, L.P., Its: Manager,/s/ Henry Orren, Senior Vice President 11/20/2023
**Signature of Reporting Person Date

INPRS Strategic Credit Holdings, LLC,By: Oaktree Capital Management, L.P., Its: Manager/s/ Henry Orren, Senior Vice President 11/20/2023
**Signature of Reporting Person Date

Oaktree Gilead Investment Fund AIF (Delaware), L.P.,By: Oaktree Fund AIF Series, L.P. - Series T, Its: GP,By: Oaktree Fund GP AIF, LLC, Its: Managing Member,By: Oaktree Fund GP III, L.P., Its: Managing Member,/s/ Henry Orren, Authorized Signatory 11/20/2023
**Signature of Reporting Person Date

Oaktree Specialty Lending Corporation,By: Oaktree Fund Advisors, LLC, Its: Investment Adviser,/s/ Henry Orren, Senior Vice President 11/20/2023
**Signature of Reporting Person Date

Oaktree Strategic Credit Fund,By: Oaktree Fund Advisors, LLC, Its: Investment Adviser,/s/ Henry Orren, Senior Vice President 11/20/2023
**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 Warrants are exercisable at any time prior to the earlier to occur of: (a) the seventh anniversary of the date of issuance or (b) a change of control. 1,335,881 Warrants were issued on September 5, 2023, 445,293 Warrants were issued on October 2, 2023, 445,295 Warrants were issued on October 6, 2023, 222,647 Warrants were issued on November 3, 2023, and 222,647 Warrants were issued on November 10, 2023.
(2) The reported amount reflects (i) 29,282 Warrants held directly by Oaktree-TCDRS Strategic Credit, LLC, (ii) 23,673 Warrants held directly by Oaktree-Forrest Multi-Strategy, LLC, (iii) 14,241 Warrants held directly by Oaktree-TBMR Strategic Credit Fund C, LLC, (iv) 22,309 Warrants held directly by Oaktree-TBMR Strategic Credit Fund F, LLC, (v) 36,417 Warrants held directly by Oaktree-TBMR Strategic Credit Fund G, LLC, (vi) 36,657 Warrants held directly by Oaktree-TSE 16 Strategic Credit, LLC, (vii) 10,847 Warrants held directly by INPRS Strategic Credit Holdings, LLC, (viii) 183,470 Warrants held directly by Oaktree Gilead Investment Fund AIF (Delaware), L.P., (ix) 700,484 Warrants held directly by Oaktree Specialty Lending Corporation, (x) 16,297 Warrants held directly by Oaktree GCP Fund Delaware Holdings, L.P., (xi) 53,488 Warrants held directly by Oaktree Diversified Income Fund Inc., (xii) 348,478 Warrants held directly by Oaktree AZ Strategic Lending Fund, L.P.,
(3) (continued from Footnote 2) (xiii) 135,861 Warrants held directly by Oaktree Loan Acquisition Fund, L.P., (xiv) 373,618 Warrants held directly by Oaktree LSL Fund Holdings EURRC S.a r.l., (xv) 203,801 Warrants held directly by Oaktree LSL Fund Delaware Holdings EURRC, L.P., (xvi) 228,088 Warrants held directly by Oaktree PRE Life Sciences Fund, L.P. (each of the foregoing, an "Atlas Entity," and together, the "Atlas Entities"), and (xvii) 254,752 Warrants held directly by Oaktree Strategic Credit Fund (and, together with the Atlas Entities, the "Oaktree Holders," and each an "Oaktree Holder").
(4) Oaktree Capital Group, LLC, in its capacity as the indirect manager of Oaktree Strategic Credit Fund, may be deemed to beneficially own the Warrants held directly by Oaktree Strategic Credit Fund. Atlas OCM Holdings, LLC, in its capacity as the indirect manager of the Atlas Entities, may be deemed to beneficially own the Warrants held directly by the Atlas Entities. Brookfield Corporation, in its capacity as the indirect owner of the class A units of Oaktree Capital Group, LLC, may be deemed to beneficially own the Warrants held directly by Oaktree Strategic Credit Fund. BAM Partners Trust, in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield Corporation, may be deemed to beneficially own the Warrants held directly by Oaktree Strategic Credit Fund. Brookfield Asset Management ULC, in its capacity as the indirect owner of Class A units of Atlas OCM Holdings, LLC, may be deemed to beneficially own the Warrants held directly by the Atlas Entities.
(5) Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any of the Warrants referred to herein for the purposes of Section 16 of the Securities and Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed by each Reporting Person, other than each Oaktree Holder with respect to securities reported as directly held by such Oaktree Holder.
 
Remarks:
Form 1 of 3.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.