Sec Form 4 Filing - venBio Global Strategic Fund II L.P. @ IMPEL NEUROPHARMA INC - 2021-04-22

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 venBio Global Strategic Fund II L.P. 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) (Last) (First) (Middle) 1700 OWENS STREET, SUITE 595 3. Date of Earliest Transaction (MM/DD/YY) 04/22/2021 (Street) SAN FRANCISCO, CA94158 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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

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 5% Convertible Note due 2021 ( 1 ) 04/22/2021 J( 1 ) ( 1 ) 12/31/2021 Common Stock 101,457 $ 0 $ 1,359,799.28 D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other venBio Global Strategic Fund II L.P. 1700 OWENS STREET SUITE 595 SAN FRANCISCO, CA94158 X venBio Global Strategic GP II, L.P. 1700 OWENS STREET SUITE 595 SAN FRANCISCO, CA94158 X venBio Global Strategic GP II, Ltd. 1700 OWENS STREET SUITE 595 SAN FRANCISCO, CA94158 X GOODMAN COREY S 1700 OWENS STREET SUITE 595 SAN FRANCISCO, CA94158 X Adelman Robert J 1700 OWENS STREET SUITE 595 SAN FRANCISCO, CA94158 X Signatures 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 04/26/2021 Signature of Reporting Person Date 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 04/26/2021 Signature of Reporting Person Date venBio Global Strategic GP II, Ltd., by: /s/ David Pezeshki, as attorney-in-fact 04/26/2021 Signature of Reporting Person Date Corey Goodman, by: /s/ David Pezeshki, as attorney-in-fact 04/26/2021 Signature of Reporting Person Date Robert Adelman, by: /s/ David Pezeshki, as attorney-in-fact 04/26/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This convertible promissory note was issued by the issuer in March 2021 and the outstanding principal and accrued interest will automatically convert into shares of the issuer's common stock shown in column 7 upon the closing of the issuer's initial public offering (the "IPO") at $13.50 per share (90% of the IPO price). The conversion price became fixed upon pricing of the issuer's IPO on April 22, 2021. ( 2 )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.

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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