SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Hoekman John

(Last)

(First)

(Middle)

C/O IMPEL NEUROPHARMA, INC.

201 ELLIOTT AVE. W, ST. 260

(Street)

SEATTLE

98119

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/22/2021

3. Issuer Name and Ticker or Trading Symbol
IMPEL NEUROPHARMA INC [ IMPL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Scientific Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	104,243	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-2 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	3,749	⁽¹⁾	D
Series A-2 Preferred Stock Warrant (right to buy)	⁽²⁾	⁽²⁾	Series A-2 Preferred Stock	8,253	$0.4996	D
Stock Option (right to buy)	⁽³⁾	12/22/2021	Common Stock	35,118	$1.64	D
Stock Option (right to buy)	⁽⁴⁾	12/04/2024	Common Stock	2,942	$1.44	D
Stock Option (right to buy)	⁽³⁾	02/13/2027	Common Stock	1,832	$1.96	D
Stock Option (right to buy)	⁽³⁾	03/08/2027	Common Stock	152,687	$1.96	D
Stock Option (right to buy)	⁽⁵⁾	03/08/2028	Common Stock	70,236	$2.46	D
Stock Option (right to buy)	⁽⁶⁾	02/07/2029	Common Stock	177,044	$2.95	D

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.

Remarks:

	/s/ John Leaman, M.D. as attorney-in-fact	04/22/2021
	** Signature of Reporting Person	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 5 (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.