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
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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*
ALBERG TOM A

(Last) (First) (Middle)
999 THIRD AVENUE
34TH FLOOR

(Street)
SEATTLE WA 98104

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/22/2017
4. 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 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 02/22/2017 J(1) 969,886 D $0.00 235,551(2) I See footnote(3)
Common Stock 02/22/2017 J(4) 105,649 D $0.00 129,902(5) I See footnote(3)
Common Stock 02/22/2017 J(6) 129,902 D $0.00 0 I See footnote(3)
Common Stock 02/22/2017 J(7) 42,151 A $0.00 77,865 D
Common Stock 02/22/2017 J(6) 31,489 A $0.00 109,354 D
Common Stock 02/22/2017 J(4) 1,415 A $0.00 110,769 D
Common Stock 02/22/2017 J(6) 4,817 A $0.00 4,817 I By Alberg Family Investments LLC(8)
Common Stock 02/22/2017 J(6) 31,219 A $0.00 31,219 I By Raven Trust Fund(9)
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
Explanation of Responses:
1. Pro rata distribution from Madrona Venture Fund I-A, LP, of which the reporting person is a managing member.
2. 129,902 of these shares are held by Madrona Managing Director Fund, LLC and 105,649 of these shares are held of record by Madrona Venture Fund I-B, L.P.
3. Madrona Investment Partners, LLC, as the sole general partner of Madrona Venture Fund I-A, L.P. and Madrona Venture Fund I-B, L.P., may be deemed to beneficially own certain of the shares held of record by Madrona Venture Fund I-A, L.P. and Madrona Venture Fund I-B, L.P. but disclaims beneficial ownership of such shares in which it does not have an actual pecuniary interest. Tom A. Alberg, a member of the board of directors, disclaims beneficial ownership of all shares held of record by Madrona Managing Director Fund, LLC, Madrona Venture Fund I-A, L.P. and Madrona Venture Fund I-B, L.P., in which he does not have an actual pecuniary interest. By virtue of their relationship as affiliated entities who have overlapping general partners and managing directors, Madrona Managing Director Fund, LLC, Madrona Venture Fund I-A, L.P., Madrona Venture Fund I-B, L.P., Madrona Investment Partners, LLC and Mr. Alberg may be deemed to share voting and investment control of the record shares.
4. Pro rata distribution from Madrona Venture Fund I-B, L.P., of which the reporting person is a managing member.
5. Represents 129,902 shares held by Madrona Managing Director Fund, LLC.
6. Pro rata distribution from Madrona Managing Director Fund, LLC, of which the reporting person is a managing member.
7. Pro rata distribution from Madrona Investment Partners, LLC, of which the reporting person is a managing member.
8. Shares held of record by the Alberg Family Investments LLC. Mr. Alberg shares voting and dispositive control over such shares but disclaims beneficial ownership over such shares.
9. Shares held of record by Raven Trust Fund. Mr. Alberg shares voting and dispositive control over such shares but disclaims beneficial ownership over such shares.
Remarks:
Yukio Morikubo, as Attorney in fact for Tom Alberg 02/23/2017
** 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.
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