venBio Global Strategic GP II Form 4 IMPEL NEUROPHARMA / COREY S GOODMAN 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^*

venBio Global Strategic Fund II L.P.

(Last) (First) (Middle)

1700 OWENS STREET

SUITE 595

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

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

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

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

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)

	Form filed by One Reporting Person
X	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	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)
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^*

venBio Global Strategic Fund II L.P.

(Last) (First) (Middle)

1700 OWENS STREET

SUITE 595

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

venBio Global Strategic GP II, L.P.

(Last) (First) (Middle)

1700 OWENS STREET

SUITE 595

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

venBio Global Strategic GP II, Ltd.

(Last) (First) (Middle)

1700 OWENS STREET

SUITE 595

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GOODMAN COREY S

(Last) (First) (Middle)

1700 OWENS STREET

SUITE 595

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Adelman Robert J

(Last) (First) (Middle)

1700 OWENS STREET

SUITE 595

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

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.
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