Impel Pharmaceuticals (IMPL) Form 3 IMPEL NEUROPHARMA / HENRY R KRAVIS 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^*

KKR Iris Investors LLC

(Last) (First) (Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

30 HUDSON YARDS

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/22/2021

3. Issuer Name and Ticker or Trading Symbol
IMPEL NEUROPHARMA INC [ IMPL ]

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)

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 D Preferred Stock	(1)	(1)	Common Stock	2,583,926	(1)	I	See footnotes(2)(3)

1. Name and Address of Reporting Person^*

KKR Iris Investors LLC

(Last) (First) (Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

30 HUDSON YARDS

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KKR Healthcare Strategic Growth Fund L.P.

(Last) (First) (Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

30 HUDSON YARDS

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KKR Associates HCSG L.P.

(Last) (First) (Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

30 HUDSON YARDS

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KKR HCSG GP LLC

(Last) (First) (Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

30 HUDSON YARDS

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KKR Group Partnership L.P.

(Last) (First) (Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

30 HUDSON YARDS

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KKR Group Holdings Corp.

(Last) (First) (Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

30 HUDSON YARDS

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KKR & Co. Inc.

(Last) (First) (Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

30 HUDSON YARDS

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KKR Management LLP

(Last) (First) (Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

30 HUDSON YARDS

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KRAVIS HENRY R

(Last) (First) (Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

30 HUDSON YARDS

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ROBERTS GEORGE R

(Last) (First) (Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

2800 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. Each share of the Issuer's preferred stock is convertible on a 1-to-16.37332 basis into shares of the Issuer's Common Stock at the holder's election and has no expiration date. The preferred stock will automatically convert into shares of Common Stock upon the closing of the Issuer's initial public offering.

2. Securities held directly by KKR Iris Investors LLC ("KKR Iris"). KKR Health Care Strategic Growth Fund L.P. is the managing member of KKR Iris. KKR Associates HCSG L.P. is the general partner of KKR Health Care Strategic Growth Fund L.P. KKR HCSG GP LLC is the general partner of KKR Associates HCSG L.P. KKR Group Partnership L.P. is the sole member of KKR HCSG GP LLC. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR & Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP.

3. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.

Remarks:

Exhibit 24 - Power of Attorney.

	KKR Iris Investors LLC By: Health Care Strategic Growth Fund L.P., its managing member By: KKR Associates HCSG L.P., its general partner By: KKR HCSG GP LLC, its general partner By: /s/ Terence P. Gallagher, Attorney-in-fact for Robert H. Lewin, Director	04/22/2021
	KKR HEALTH CARE STRATEGIC GROWTH FUND L.P. By: KKR Associates HCSG L.P., its general partner By: KKR HCSG GP LLC, its general partner By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Director	04/22/2021
	KKR ASSOCIATES HCSG L.P. By: KKR HCSG GP LLC, its general partner By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Director	04/22/2021
	KKR HCSG GP LLC By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Director	04/22/2021
	KKR GROUP PARTNERSHIP L.P. By: KKR Group Holdings Corp. its general partner By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer	04/22/2021
	KKR GROUP HOLDINGS CORP. By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer	04/22/2021
	KKR & CO. INC. By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer	04/22/2021
	KKR MANAGEMENT LLP By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer	04/22/2021
	HENRY R. KRAVIS By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact	04/22/2021
	GEORGE R. ROBERTS By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact	04/22/2021
	** Signature of Reporting Person	Date
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