Sec Form 3 Filing - Hoekman John @ IMPEL NEUROPHARMA INC - 2021-04-22

FORM 3 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 Hoekman John 2. Issuer Name and Ticker or Trading Symbol IMPEL NEUROPHARMA INC [ IMPL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Scientific Officer (Last) (First) (Middle) C/O IMPEL NEUROPHARMA, INC., 201 ELLIOTT AVE. W, ST. 260 3. Date of Earliest Transaction (MM/DD/YY) 04/22/2021 (Street) SEATTLE, WA98119 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 104,243 D

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 A-2 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 3,749 D Series A-2 Preferred Stock Warrant (right to buy) $ 0.4996 ( 2 ) ( 2 ) Series A-2 Preferred Stock 8,253 D Stock Option (right to buy) $ 1.64 ( 3 ) 12/22/2021 Common Stock 35,118 D Stock Option (right to buy) $ 1.44 ( 4 ) 12/04/2024 Common Stock 2,942 D Stock Option (right to buy) $ 1.96 ( 3 ) 02/13/2027 Common Stock 1,832 D Stock Option (right to buy) $ 1.96 ( 3 ) 03/08/2027 Common Stock 152,687 D Stock Option (right to buy) $ 2.46 ( 5 ) 03/08/2028 Common Stock 70,236 D Stock Option (right to buy) $ 2.95 ( 6 ) 02/07/2029 Common Stock 177,044 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hoekman John C/O IMPEL NEUROPHARMA, INC. 201 ELLIOTT AVE. W, ST. 260 SEATTLE, WA98119 Chief Scientific Officer Signatures /s/ John Leaman, M.D. as attorney-in-fact 04/22/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of the issuer's Series A-2 Preferred Stock will automatically convert on a 16.37332-for-one basis into the number of shares of the issuer's Common Stock shown in column 3 immediately upon the closing of the issuer's initial public offering ("IPO"), and has no expiration date. ( 2 )The warrant is exercisable at any time at the holder's election on a one-for-one basis and expires immediately prior to the closing of the issuer's IPO if not earlier exercised. ( 3 )The option is 100% vested and exercisable. ( 4 )The option vests as to 2.04165% of the total shares monthly, commencing December 16, 2014, with 100% of the total shares vested on December 16, 2022, subject to the reporting person's provision of service to the issuer on each vesting date. ( 5 )The option vested as to 25% of the total shares on February 13, 2019, then 2.0833% of the total shares vest monthly thereafter, with 100% of the total shares vested and exercisable on February 13, 2022, subject to the reporting person's provision of service to the issuer on each vesting date. ( 6 )The option vested as to 25% of the total shares on February 8, 2020, then 2.0833% of the total shares vest monthly thereafter, with 100% of the total shares vested and exercisable on February 8, 2023, subject to the reporting person's provision of service to the issuer on each vesting date.

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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