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^*

FEIN EVAN

(Last)

(First)

(Middle)

400 FAIRVIEW AVE N. SUITE 1200

(Street)

SEATTLE

98109

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/20/2016

3. Issuer Name and Ticker or Trading Symbol
IMPINJ INC [ PI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial 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⁽¹⁾	33,331	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)
STOCK OPTION (RTB)⁽¹⁾	⁽²⁾	10/21/2019	COMMON STOCK	12,500	$0.6	D
STOCK OPTION (RTB)⁽¹⁾	⁽³⁾	08/04/2020	COMMON STOCK	2,916	$1.08	D
STOCK OPTION (RTB)⁽¹⁾	⁽⁴⁾	08/07/2022	COMMON STOCK	26,250	$1.2	D
STOCK OPTION (RTB)⁽¹⁾	⁽⁵⁾	10/29/2022	COMMON STOCK	2,083	$1.2	D
STOCK OPTION (RTB)⁽¹⁾	⁽⁶⁾	10/29/2022	COMMON STOCK	33,333	$1.2	D
STOCK OPTION (RTB)⁽¹⁾	⁽⁷⁾	10/29/2022	COMMON STOCK	2,083	$1.2	D
STOCK OPTION (RTB)⁽¹⁾	⁽⁸⁾	03/25/2023	COMMON STOCK	16,666	$1.2	D
STOCK OPTION (RTB)⁽¹⁾	⁽⁹⁾	04/27/2025	COMMON STOCK	6,250	$5.04	D
STOCK OPTION (RTB)⁽¹⁾	⁽¹⁰⁾	04/27/2025	COMMON STOCK	8,333	$5.04	D
STOCK OPTION (RTB)⁽¹⁾	⁽⁶⁾	10/29/2022	COMMON STOCK	12,500	$1.2	D
STOCK OPTION (RTB)⁽¹⁾	⁽¹¹⁾	04/27/2025⁽¹¹⁾	COMMON STOCK	20,833	$5.04	D

Explanation of Responses:

1. Reflects a 1-for-12 reverse stock split of the Issuer's outstanding shares effected July 8, 2016.

2. The option became fully vested on October 22, 2013.

3. The option became fully vested on May 1, 2014.

4. The option became fully vested on July 1, 2016.

5. The option became fully vested on July 30, 2013.

6. The option became fully vested on April 30, 2015.

7. The option became fully vested on October 30, 2013.

8. The option is subject to an early exercise provision and is immediately exercisable. One forty-eighth of the shares subject to the option vested on April 26, 2013, and one forty-eighth of the shares subject to the option vest each month thereafter.

9. The option is subject to an early exercise provision and is immediately exercisable. The option was granted subject to the achievement of certain performance milestones in 2015 which were not achieved and subsequently waived by the board of directors on January 14, 2016. Nine-forty-eighth of the shares subject to the option vested on January 28, 2016, and one forty-eighth of the shares subject to the option vest each month thereafter.

10. The option is subject to an early exercise provision and is immediately exercisable. One -sixth of the shares subject to the option vested on April 28, 2016; one-sixth of the shares subject to the option vest on April 28, 2017; one-sixth of the shares subject to the option vest on April 28, 2018; and one-half of the shares subject to the option vest on April 28, 2019

11. The option is subject to an early exercise provision and is immediately exercisable. One -sixth of the shares subject to the option vested on October 1, 2015; one-sixth of the shares subject to the option vest on October 1, 2016; one-sixth of the shares subject to the option vest on October 1, 2017; and one-half of the shares subject to the option vest on October 1, 2018 .

Remarks:

Power of Attorney

	Yukio Morikubo as Attorney in fact for Evan Fein	07/20/2016
	** 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 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.
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