SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ARCH VENTURE FUND V LP

(Last) (First) (Middle)
8755 WEST HIGGINS ROAD
SUITE 1025

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
IMPINJ INC [ PI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/26/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 07/26/2016 07/26/2016 C(1) 820,935 A $0.00 820,935(2) D(3)(4)
Common Stock 07/26/2016 07/26/2016 C(5) 527,088 A $0.00 1,348,023(6) D(3)(4)
Common Stock 07/26/2016 07/26/2016 X(7) 40,026 A $9.32 1,388,049(8) D(3)(4)
Common Stock 07/26/2016 07/26/2016 F(7) 26,641 D $14 1,361,408(9) D(3)(4)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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 1 Preferred Stock (1) 07/26/2016 07/26/2016 C(1) 820,935 (1) (1) Common Stock 820,935 $0.00 0 D(10)
Series 2 Preferred Stock (5) 07/26/2016 07/26/2016 C(5) 421,684 (5) (5) Common Stock 421,684 $0.00 0 D(10)
Series 2 Preferred Warrant (Right to Buy) $9.32 07/26/2016 07/26/2016 X(7) 32,022 (5) 06/30/2017 Common Stock 32,022 $0.00 0 D(10)
1. Name and Address of Reporting Person*
ARCH VENTURE FUND V LP

(Last) (First) (Middle)
8755 WEST HIGGINS ROAD
SUITE 1025

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ARCH V ENTREPRENEURS FUND LP

(Last) (First) (Middle)
8755 WEST HIGGINS ROAD
SUITE 1025

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ARCH VENTURE PARTNERS V LP

(Last) (First) (Middle)
8755 WEST HIGGINS ROAD
SUITE 1025

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ARCH VENTURE PARTNERS V LLC

(Last) (First) (Middle)
8755 WEST HIGGINS ROAD
SUITE 1025

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CRANDELL KEITH

(Last) (First) (Middle)
8755 WEST HIGGINS ROAD
SUITE 1025

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LAZARUS STEVEN

(Last) (First) (Middle)
8755 WEST HIGGINS ROAD
SUITE 1025

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NELSEN ROBERT

(Last) (First) (Middle)
8755 WEST HIGGINS ROAD
SUITE 1025

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
Explanation of Responses:
1. Each share of Series 1 Preferred Stock automatically converted into one share of Common Stock immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
2. 815,666 of these shares are held of record by ARCH Venture Fund V, L.P.; and 5,269 of these shares are held of record by ARCH V Entrepreneurs Fund, L.P.
3. ARCH Venture Partners V, L.P., as the sole general partner of ARCH Venture Fund V, L.P. and ARCH V Entrepreneurs Fund, L.P., may be deemed to beneficially own certain of the shares held of record by ARCH Venture Fund V, L.P. and ARCH V Entrepreneurs Fund, L.P., but disclaims beneficial ownership of such shares, in which it does not have an actual pecuniary interest. ARCH Venture Partners V, LLC, as the sole general partner of ARCH Venture Partners V, L.P., may be deemed to beneficially own certain of the shares held of record by ARCH Venture Fund V, L.P. and ARCH V Entrepreneurs Fund, L.P. but disclaims beneficial ownership of such shares, in which it does not have an actual pecuniary interest.
4. Robert Nelsen, Keith Crandell and Steven Lazarus are managing directors of ARCH Venture Partners V, LLC, and may be deemed to beneficially own certain of the shares held of record by ARCH Venture Fund V, L.P. and ARCH V Entrepreneurs Fund, L.P. Mr. Nelsen, Mr. Crandell and Mr. Lazarus disclaim beneficial ownership of all shares held of record by ARCH Venture Fund V, L.P. and ARCH V Entrepreneurs Fund, L.P., in which they do not have an actual pecuniary interest. By virtue of their relationship as affiliated entities who have overlapping general partners and managing directors, ARCH Venture Fund V, L.P., ARCH V Entrepreneurs Fund, L.P., ARCH Venture Partners V, L.P., ARCH Venture Partners V, LLC and Mr. Crandell, Mr. Nelsen and Mr. Lazarus may be deemed to share the voting and investment control of the record shares.
5. Each share of Series 2 Preferred Stock automatically converted into 1.24996780424983 shares of Common Stock immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
6. 1,339,228 of these shares are held of record by ARCH Venture Fund V, L.P.; and 8,795 of these shares are held of record by ARCH V Entrepreneurs Fund, L.P.
7. The warrant was automatically net exercised immediately prior to the completion of the Issuer's initial public offering of Common Stock.
8. 1,378,987 of these shares are held of record by ARCH Venture Fund V, L.P.; and 9,062 of these shares are held of record by ARCH V Entrepreneurs Fund, L.P.
9. 1,352,524 of these shares are held of record by ARCH Venture Fund V, L.P.; and 8,884 of these shares are held of record by ARCH V Entrepreneurs Fund, L.P.
10. Not applicable.
Remarks:
Mark McDonnell, as Attorney-in-Fact for Keith Crandell, as Managing Director of the general partner of the general partner of ARCH Venture Fund V, L.P. 07/26/2016
Mark McDonnell, as Attorney-in-Fact for Keith Crandell, as Managing Director of the general partner of ARCH V Entrepreneurs Fund, L.P. 07/26/2016
Mark McDonnell, as Attorney-in-Fact for Robert Nelsen, as Managing Director of ARCH Venture Partners V, L.P. 07/26/2016
Mark McDonnell, as Attorney-In-Fact for Robert Nelsen, as Managing Director of ARCH Venture Partners V LLC 07/26/2016
Mark McDonnell, as Attorney-in-Fact for Keith Crandell 07/26/2016
Mark McDonnell, as Attorney-in-Fact for Steven Lazarus 07/26/2016
Mark McDonnell, as Attorney-in-Fact for Robert Nelsen 07/26/2016
** 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 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.