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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol IMPINJ INC [ PI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/26/2016 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 07/26/2016 | 07/26/2016 | C(1) | 672,895 | A | $0.00 | 672,895(2) | I | See footnote(3) | |
| Common Stock | 07/26/2016 | 07/26/2016 | C(4) | 515,242 | A | $0.00 | 1,188,137(5) | I | See footnote(3) | |
| Common Stock | 07/26/2016 | 07/26/2016 | X(6) | 37,028 | A | $9.32 | 1,225,165(7) | I | See footnote(3) | |
| Common Stock | 07/26/2016 | 07/26/2016 | F(6) | 24,646 | D | $14 | 1,200,519(8) | I | See footnote(3) | |
| Common Stock | 07/26/2016 | 07/26/2016 | P | 35,714 | A | $14 | 35,714 | D | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 1 Preferred Stock | $0.00 | 07/26/2016 | 07/26/2016 | C(1) | 672,895 | (1) | (1) | Common Stock | 672,895 | $0.00 | 0 | I | N/A | ||
| Series 2 Preferred Stock | $0.00 | 07/26/2016 | 07/26/2016 | C(4) | 412,203 | (4) | (4) | Common Stock | 412,203 | $0.00 | 0 | I | N/A | ||
| Series 2 Preferred Warrant (Right to Buy) | $9.32 | 07/26/2016 | 07/26/2016 | X(6) | 29,623 | (4) | 06/30/2017 | Common Stock | 29,623 | $0.00 | 0 | I | N/A | ||
| Explanation of Responses: |
| 1. Each share of Series 1 Preferred Stock automatically converted into one share of Common Stock immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date. |
| 2. 72,531 of these shares are held of record by Madrona Managing Director Fund, LLC; 541,350 of these shares are held of record by Madrona Venture Fund I-A, L.P.; and 59,014 of these shares are held of record by Madrona Venture Fund I-B, L.P. |
| 3. Madrona Investment Partners, LLC, as the sole general partner of Madrona Venture Fund I-A, L.P. and Madrona Venture Fund I-B, L.P., may be deemed to beneficially own certain of the shares held of record by Madrona Venture Fund I-A, L.P. and Madrona Venture Fund I-B, L.P. but disclaims beneficial ownership of such shares in which it does not have an actual pecuniary interest. Tom A. Alberg, a member of the board of directors, disclaims beneficial ownership of all shares held of record by Madrona Managing Director Fund, LLC, Madrona Venture Fund I-A, L.P. and Madrona Venture Fund I-B, L.P., in which he does not have an actual pecuniary interest. By virtue of their relationship as affiliated entities who have overlapping general partners and managing directors, Madrona Managing Director Fund, LLC, Madrona Venture Fund I-A, L.P., Madrona Venture Fund I-B, L.P., Madrona Investment Partners, LLC and Mr. Alberg may be deemed to share voting and investment control of the record shares. |
| 4. Each share of Series 2 Preferred Stock automatically converted into 1.24996780424983 shares of Common Stock immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date. |
| 5. 128,041 of these shares are held of record by Madrona Managing Director Fund, LLC; 955,959 of these shares are held of record by Madrona Venture Fund I-A, L.P.; and 104,137 of these shares are held of record by Madrona Venture Fund I-B, L.P. |
| 6. The warrant was automatically net exercised immediately prior to the completion of the Issuer's initial public offering of Common Stock. |
| 7. 132,030 of these shares are held of record by Madrona Managing Director Fund, LLC; 985,756 of these shares are held of record by Madrona Venture Fund I-A, L.P.; and 107,379 of these shares are held of record by Madrona Venture Fund I-B, L.P. |
| 8. 129,375 of these shares are held of record by Madrona Managing Director Fund, LLC; 965,923 of these shares are held of record by Madrona Venture Fund I-A, L.P.; and 105,221 of these shares are held of record by Madrona Venture Fund I-B, L.P. |
| Remarks: |
| Yukio Morikubo as Attorney in fact for Tom Alberg | 07/26/2016 | |
| ** 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||