Crandell Keith Form 3 IMPINJ / STEVEN LAZARUS ownership change

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

ARCH VENTURE FUND V LP

(Last) (First) (Middle)

8755 WEST HIGGINS ROAD

SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/20/2016

3. Issuer Name and Ticker or Trading Symbol
IMPINJ INC [ PI ]

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 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 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)
No securities are beneficially held	0	D(1)

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: 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
Series 1 Preferred Stock(2)	(3)	(4)	Common Stock	820,935(5)	0.00	D(6)(7)
Series 2 Preferred Stock(2)	(8)	(4)	Common Stock	421,684(9)	0.00	D(6)(7)
Series 2 Preferred Warrant (Right to Buy)(2)	(8)	06/30/2017	Common Stock	32,022(10)	9.32	D(6)(7)

1. Name and Address of Reporting Person^*

ARCH VENTURE FUND V LP

(Last) (First) (Middle)

8755 WEST HIGGINS ROAD

SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ARCH V ENTREPRENEURS FUND LP

(Last) (First) (Middle)

8755 WEST HIGGINS ROAD

SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CRANDELL KEITH

(Last) (First) (Middle)

8755 WEST HIGGINS ROAD

SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NELSEN ROBERT

(Last) (First) (Middle)

8755 WEST HIGGINS ROAD

SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LAZARUS STEVEN

(Last) (First) (Middle)

8755 WEST HIGGINS ROAD

SUITE 290

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ARCH VENTURE PARTNERS V LP

(Last) (First) (Middle)

8755 WEST HIGGINS ROAD

SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ARCH VENTURE PARTNERS V LLC

(Last) (First) (Middle)

8755 WEST HIGGINS ROAD

SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

Explanation of Responses:

1. Not applicable

2. Reflects a 1-for-12 reverse stock split of the Issuer's outstanding shares effected July 8, 2016.

3. The Series 1 Preferred Stock will automatically convert to shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering on a 1-for-1 basis.

4. Each share has no expiration date.

5. 815,666 of these shares are held of record by ARCH Venture Fund V, L.P.; and 5,269 of these shares are held of record by ARCH V Entrepreneurs Fund, L.P.

6. ARCH Venture Partners V, L.P., as the sole general partner of ARCH Venture Fund V, L.P. and ARCH V Entrepreneurs Fund, L.P., may be deemed to beneficially own certain of the shares held of record by ARCH Venture Fund V, L.P. and ARCH V Entrepreneurs Fund, L.P., but disclaims beneficial ownership of such shares, in which it does not have an actual pecuniary interest. ARCH Venture Partners V, LLC, as the sole general partner of ARCH Venture Partners V, L.P., may be deemed to beneficially own certain of the shares held of record by ARCH Venture Fund V, L.P. and ARCH V Entrepreneurs Fund, L.P. but disclaims beneficial ownership of such shares, in which it does not have an actual pecuniary interest.

7. Robert Nelsen, Keith Crandell and Steven Lazarus are managing directors of ARCH Venture Partners V, LLC, and may be deemed to beneficially own certain of the shares held of record by ARCH Venture Fund V, L.P. and ARCH V Entrepreneurs Fund, L.P. Mr. Nelsen, Mr. Crandell and Mr. Lazarus disclaim beneficial ownership of all shares held of record by ARCH Venture Fund V, L.P. and ARCH V Entrepreneurs Fund, L.P., in which they do not have an actual pecuniary interest. By virtue of their relationship as affiliated entities who have overlapping general partners and managing directors, ARCH Venture Fund V, L.P., ARCH V Entrepreneurs Fund, L.P., ARCH Venture Partners V, L.P., ARCH Venture Partners V, LLC and Mr. Crandell, Mr. Nelsen and Mr. Lazarus may be deemed to share the voting and investment control of the record shares.

8. The Series 2 Preferred Stock will automatically convert to shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering on a 1.24996780424983-for-1 basis.

9. 418,862 of these shares are held of record by ARCH Venture Fund V, L.P.; and 2,822 of these shares are held of record by ARCH V Entrepreneurs Fund, L.P.

10. 31,808 of these warrants are held of record by ARCH Venture Fund V, L.P.; and 214 of these warrants are held of record by ARCH V Entrepreneurs Fund, L.P.

Remarks:

Power of Attorney

	Mark McDonnell, as Attorney-in-Fact for Keith Crandell, as Managing Director of the general partner of the general partner of ARCH Venture Fund V, L.P.	07/20/2016
	Mark McDonnell, as Attorney-in-Fact for Keith Crandell, as Managing Director of the general partner of ARCH V Entrepreneurs Fund, L.P.	07/20/2016
	Mark McDonnell, as Attorney-in-Fact for Keith Crandell	07/20/2016
	Mark McDonnell, as Attorney-in-Fact for Robert Nelsen	07/20/2016
	Mark McDonnell, as Attorney-in-Fact for Steven Lazarus	07/20/2016
	Mark McDonnell, as Attorney-in-Fact for Robert Nelsen, as Managing Director of the of ARCH Venture Partners V, L.P.	07/20/2016
	Mark McDonnell, as Attorney-In-Fact for Robert Nelsen, as Managing Director for ARCH Venture Partners V LLC	07/20/2016
	** Signature of Reporting Person	Date
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