Sec Form 4 Filing - PARKER H STEWART @ 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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The following is an SEC EDGAR document rendered as filed.
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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 *
PARKER H STEWART
2. Issuer Name and Ticker or Trading Symbol
IMPEL NEUROPHARMA INC [ IMPL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(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 3,732 A 3,732 D
Common Stock 04/27/2021 C 7,355 A 11,087 D
Common Stock 04/27/2021 J 458 ( 3 ) D $ 0 10,629 D
Common Stock 04/27/2021 C 8,793 A 19,422 D
Common Stock 04/27/2021 J 1,666 ( 3 ) D $ 0 17,756 D
Common Stock 04/27/2021 C 271 ( 5 ) A $ 13.5 18,027 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-1 Preferred Stock ( 1 ) 04/27/2021 C 61,109 ( 1 ) ( 1 ) Common Stock 3,732 $ 0 0 D
Series A-2 Warrants ( 6 ) 04/27/2021 X 13,756 ( 7 ) ( 7 ) Series A-2 Preferred Stock 840 $ 8.19 0 D
Series A-2 Preferred Stock ( 2 ) 04/27/2021 X 13,756 ( 2 ) ( 2 ) Common Stock 840 $ 0 120,447 D
Series A-2 Preferred Stock ( 2 ) 04/27/2021 C 120,447 ( 2 ) ( 2 ) Common Stock 7,355 $ 0 0 D
Series C-1 Warrant ( 6 ) 04/27/2021 X 47,263 ( 7 ) ( 7 ) Series C-1 Preferred Stock 2,886 $ 8.66 0 D
Series C-1 Preferred Stock ( 4 ) 04/27/2021 X 47,236 ( 4 ) ( 4 ) Common Stock 2,886 $ 0 143,986 D
Series C-1 Preferred Stock ( 4 ) 04/27/2021 C 143,986 ( 4 ) ( 4 ) Common Stock 8,793 $ 0 0 D
5% Convertible Note ( 8 ) 04/27/2021 C ( 8 ) ( 8 ) Common Stock 271 $ 0 $ 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PARKER H STEWART
C/O IMPEL NEUROPHARMA, INC.
201 ELLIOTT AVE. W, ST. 260
SEATTLE, WA98119
X
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-1 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 )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 the IPO pursuant the Registration Statement, and had no expiration date.
( 3 )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.
( 4 )The shares of the issuer's Series C-1 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 the IPO pursuant the Registration Statement, and had no expiration date.
( 5 )Represents the number of shares issued in connection with the conversion of the convertible promissory note reflected in Table II.
( 6 )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.
( 7 )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.
( 8 )The convertible promissory note was issued by the issuer in March 2021 and the outstanding principal and accrued interest automaticallyconverted into the number of shares of the issuer's Common Stock set forth above upon the closing of the issuer's IPO at $13.50 per share (90% of the IPO 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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