Bybee Clinton Form 4 IMPINJ / CLINTON BYBEE ownership change

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^*

BYBEE CLINTON

(Last) (First) (Middle)

8755 WEST HIGGINS ROAD

SUITE 1025

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

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

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

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)

X	Form filed by One Reporting Person
	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	07/26/2016	07/26/2016	C(1)		820,935	A	$0.00	820,935(2)	I	See footnotes(3)(4)
Common Stock	07/26/2016	07/26/2016	C(5)		527,088	A	$0.00	1,348,023(6)	I	See footnotes(3)(4)
Common Stock	07/26/2016	07/26/2016	X(7)		40,026	A	$9.32	1,388,049(8)	I	See footnotes(3)(4)
Common Stock	07/26/2016	07/26/2016	F(7)		26,641	D	$14	1,361,408(9)	I	See footnotes(3)(4)

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 1 Preferred Stock	(1)	07/26/2016	07/26/2016	C(1)			820,935	(1)	(1)	Common Stock	820,935	$0.00	0	I	N/A
Series 2 Preferred Stock	(5)	07/26/2016	07/26/2016	C(5)			421,684	(5)	(5)	Common Stock	421,684	$0.00	0	I	N/A
Series 2 Preferred Warrant (Right to Buy)	$9.32	07/26/2016	07/26/2016	X(7)			32,022	(5)	06/30/2017	Common Stock	32,022	$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. 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.

3. 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.

4. Clinton Bybee, a member of the board of directors, is a managing director 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. Bybee disclaims beneficial ownership of all shares held of record by ARCH Venture Fund V, L.P. and ARCH V Entrepreneurs Fund, L.P., of 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, 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. Bybee may be deemed to share the voting and investment control of the record shares.

5. 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.

6. 1,339,228 of these shares are held of record by ARCH Venture Fund V, L.P.; and 8,795 of these shares are held of record by ARCH V Entrepreneurs Fund, L.P.

7. The warrant was automatically net exercised immediately prior to the completion of the Issuer's initial public offering of Common Stock.

8. 1,378,987 of these shares are held of record by ARCH Venture Fund V, L.P.; and 9,062 of these shares are held of record by ARCH V Entrepreneurs Fund, L.P.

9. 1,352,524 of these shares are held of record by ARCH Venture Fund V, L.P.; and 8,884 of these shares are held of record by ARCH V Entrepreneurs Fund, L.P.

Remarks:

	Mark McDonnell, as Attorney-in-Fact for Clinton Bybee	07/26/2016
	** Signature of Reporting Person	Date
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