Sec Form 4 Filing - KKR Iris Investors LLC @ IMPEL NEUROPHARMA INC - 2021-04-27

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

Form 4: Statement of changes in beneficial ownership, filed before the end of the 2nd business day following the day on which a transaction resulting in a change in beneficial ownership.

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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 *
KKR Iris Investors LLC
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)
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P., 30 HUDSON YARDS
3. Date of Earliest Transaction (MM/DD/YY)
04/27/2021
(Street)
NEW YORK, NY10001
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
Common Stock 04/27/2021 C 2,583,926 A 2,583,926 I See footnotes ( 2 ) ( 3 )
Common Stock 04/27/2021 J( 4 ) 118,712 A $ 13.5 2,702,638 I See footnotes ( 2 ) ( 3 )
Common Stock 04/27/2021 P 1,100,000 A $ 15 3,802,638 I See footnotes ( 2 ) ( 3 )
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 D Preferred Stock ( 1 ) 04/27/2021 C 42,307,448 ( 1 ) ( 1 ) Common Stock 2,583,926 ( 1 ) 0 I See footnotes ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KKR Iris Investors LLC
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
30 HUDSON YARDS
NEW YORK, NY10001
X
KKR Healthcare Strategic Growth Fund L.P.
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
30 HUDSON YARDS
NEW YORK, NY10001
X
KKR Associates HCSG L.P.
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
30 HUDSON YARDS
NEW YORK, NY10001
X
KKR HCSG GP LLC
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
30 HUDSON YARDS
NEW YORK, NY10001
X
KKR Group Partnership L.P.
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
30 HUDSON YARDS
NEW YORK, NY10001
X
KKR Group Holdings Corp.
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
30 HUDSON YARDS
NEW YORK, NY10001
X
KKR & Co. Inc.
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
30 HUDSON YARDS
NEW YORK, NY10001
X
KKR Management LLP
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
30 HUDSON YARDS
NEW YORK, NY10001
X
KRAVIS HENRY R
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
30 HUDSON YARDS
NEW YORK, NY10001
X
ROBERTS GEORGE R
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
2800 SAND HILL ROAD, SUITE 200
MENLO PARK, CA94025
X
Signatures
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 04/29/2021
** Signature of Reporting Person Date
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 04/29/2021
** Signature of Reporting Person Date
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 04/29/2021
** Signature of Reporting Person Date
KKR HCSG GP LLC By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Director 04/29/2021
** Signature of Reporting Person Date
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 04/29/2021
** Signature of Reporting Person Date
KKR GROUP HOLDINGS CORP. By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer 04/29/2021
** Signature of Reporting Person Date
KKR & CO. INC. By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer 04/29/2021
** Signature of Reporting Person Date
KKR MANAGEMENT LLP By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer 04/29/2021
** Signature of Reporting Person Date
HENRY R. KRAVIS By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact 04/29/2021
** Signature of Reporting Person Date
GEORGE R. ROBERTS By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact 04/29/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Upon the closing of the Issuer's initial public offering, each share of the Issuer's Series D Preferred Stock automatically converted into shares of the Issuer's Common Stock on a 1-to-16.37332 basis.
( 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.
( 4 )Reflects a convertible promissory note in which the outstanding principal amount and accrued interest automatically converted into shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering at 90% of the public offering price.

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).

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