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 IMPEL NEUROPHARMA INC [ IMPL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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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 | 04/27/2021 | C | 2,309,791 | A | (1)(2)(3)(4)(5) | 2,309,791 | D(6) | |||
| Common Stock | 04/27/2021 | P | 450,000 | A | $15 | 2,759,791 | D(6) | |||
| 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 D Redeemable Convertible Preferred Stock | (1) | 04/27/2021 | C | 5,876,034 | (1) | (1) | Common Stock | 358,878 | $0 | 0 | D(6) | ||||
| Series C-3 Redeemable Convertible Preferred Stock | (2) | 04/27/2021 | C | 8,201,930 | (2) | (2) | Common Stock | 500,932 | $0 | 0 | D(6) | ||||
| Series C-2 Redeemable Convertible Preferred Stock | (3) | 04/27/2021 | C | 8,845,942 | (3) | (3) | Common Stock | 540,265 | $0 | 0 | D(6) | ||||
| Series C-1 Redeemable Convertible Preferred Stock | (4) | 04/27/2021 | C | 13,233,885 | (4) | (4) | Common Stock | 808,259 | $0 | 0 | D(6) | ||||
| 5% Convertible Note due 2021 | (5) | 04/27/2021 | C | $1,359,799.28 | (5) | 12/31/2021 | Common Stock | 101,457 | $0 | 0 | D(6) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. These shares of the issuer's Series D redeemable convertible preferred stock automatically converted on a 16.37332-for-one basis into the number of shares of the issuer's common stock shown in Column 7 immediately upon closing of the issuer's initial public offering ("IPO"), and had no expiration date. |
| 2. These shares of the issuer's Series C-3 redeemable convertible preferred stock automatically converted on a 16.37332-for-one basis into the number of shares of the issuer's common stock shown in Column 7 immediately upon closing of the issuer's IPO, and had no expiration date. |
| 3. These shares of the issuer's Series C-2 redeemable convertible preferred stock automatically converted on a 16.37332-for-one basis into the number of shares of the issuer's common stock shown in Column 7 immediately upon closing of the issuer's IPO, and had no expiration date. |
| 4. These shares of the issuer's Series C-1 redeemable convertible preferred stock automatically converted on a 16.37332-for-one basis into the number of shares of the issuer's common stock shown in Column 7 immediately upon closing of the issuer's IPO, and had no expiration date. |
| 5. This convertible promissory note was issued by the issuer in March 2021 and the outstanding principal and accrued interest automatically converted into the number of shares of the issuer's common stock shown in Column 7 upon the closing of the issuer's IPO at $13.50 per share (90% of the IPO price). |
| 6. The shares are held by venBio Global Strategic Fund II, L.P. venBio Global Strategic GP II, LP is the sole general partner of venBio Global Strategic Fund II, LP and venBio Global Strategic GP II, Ltd. is the sole general partner of venBio Global Strategic GP II, L.P. Each of Corey Goodman and Robert Adelman is a director of venBio Global Strategic GP II, Ltd. Each of venBio Global Strategic GP II, LP, venBio Global Strategic GP II, Ltd, Dr. Goodman and Dr. Adelman disclaims beneficial ownership of such securities, except to the extent of its/his indirect pecuniary interest therein. |
| venBio Global Strategic Fund II, L.P., by: venBio Global Strategic GP II, L.P., its general partner, by: venBio Global Strategic GP II, Ltd., its general partner, by: /s/ David Pezeshki, as attorney-in-fact | 04/29/2021 | |
| venBio Global Strategic GP II, L.P., by: venBio Global Strategic GP II, Ltd., its general partner, by: /s/ David Pezeshki as attorney-in-fact | 04/29/2021 | |
| venBio Global Strategic GP II, Ltd., by: /s/ David Pezeshki, as attorney-in-fact | 04/29/2021 | |
| Corey Goodman, by: /s/ David Pezeshki, as attorney-in-fact | 04/29/2021 | |
| Robert Adelman, by: /s/ David Pezeshki, as attorney-in-fact | 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). | ||
| ** 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. | ||