Sec Form 4 Filing - Hoekman John @ IMPEL NEUROPHARMA INC - 2021-04-27

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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) 04/27/2021 (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 04/27/2021 C 4,523 A 108,496 D Common Stock 04/27/2021 J 275 ( 2 ) D $ 0 108,221 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 Warrants ( 3 ) 04/27/2021 X 8,523 ( 4 ) ( 4 ) Series A-2 Preferred Stock 504 $ 8.19 0 D Series A-2 Preferred Stock ( 1 ) 04/27/2021 X 8,523 ( 1 ) ( 1 ) Common Stock 504 $ 0 69,657 D Series A-2 Preferred Stock ( 1 ) 04/27/2021 C 69,657 ( 1 ) ( 1 ) Common Stock 4,523 $ 0 0 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 04/29/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of the issuer's Series A-2 Preferred Stock automatically converted on a 16.37332-for-one basis into shares of the issuer's Common Stock on April 27, 2021 in connection with the closing of the issuer's sale of its Common Stock in its firm commitment initial public offering (the "IPO") pursuant to a registration statement on Form S-1 (File No. 333-254999) under the Securities Act of 1933, as amended (the "Registration Statement"), and had no expiration date. ( 2 )Represents the number of shares that were withheld by the issuer in satisfaction of the exercise price of the warrants listed in Table II and does not represent a sale of securities by the reporting person. ( 3 )The warrant has a net exercise provision under which the holder, in lieu of paying the exercise price in cash, surrendered the warrant and received a net number of shares of common stock based on the $15.00 initial public offering price, after deducting the aggregate exercise price. ( 4 )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.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.