Sec Form 4 Filing - BYBEE CLINTON @ IMPINJ INC - 2016-07-26

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BYBEE CLINTON 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) (Last) (First) (Middle) 8755 WEST HIGGINS ROAD, SUITE 1025 3. Date of Earliest Transaction (MM/DD/YY) 07/26/2016 (Street) CHICAGO, IL60631 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 $ 0 820,935 ( 2 ) I See footnotes ( 3 ) ( 4 ) Common Stock 07/26/2016 07/26/2016 C( 5 ) 527,088 A $ 0 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 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 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 0 I N/A

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BYBEE CLINTON 8755 WEST HIGGINS ROAD SUITE 1025 CHICAGO, IL60631 X X Signatures Mark McDonnell, as Attorney-in-Fact for Clinton Bybee 07/26/2016 Signature of Reporting Person Date

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.

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).

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