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^*

ALBERG TOM A

(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)

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

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)

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 1 PREFERRED STOCK⁽¹⁾	⁽²⁾	⁽³⁾	COMMON STOCK⁽⁴⁾	672,895	$0	I	See footnote⁽⁵⁾
SERIES 2 PREFERRED STOCK⁽¹⁾	⁽⁶⁾	⁽³⁾	COMMON STOCK⁽⁷⁾	412,203	$0	I	See footnote⁽⁵⁾
SERIES 2 WARRANT (RTB)⁽¹⁾	⁽⁶⁾	06/30/2017	COMMON STOCK⁽⁸⁾	29,623	$9.32	I	See footnote⁽⁵⁾

Explanation of Responses:

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

2. The Series 1 Preferred Stock will automatically convert to shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering on a 1-for-1 basis.

3. Each share has no expiration date.

4. 72,531 of these shares are held of record by Madrona Managing Director Fund, LLC; 541,350 of these shares are held of record by Madrona Venture Fund I-A, L.P.; and 59,014 of these shares are held of record by Madrona Venture Fund I-B, L.P.

5. 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.

6. The Series 2 Preferred Stock will automatically convert to shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering on a 1.24996780424983-for-1 basis.

7. 44,409 shares are held of record by Madrona Managing Director Fund, LLC; 331,695 shares are held of record by Madrona Venture Fund I-A, L.P.; and 36,099 shares are held of record by Madrona Venture Fund I-B, L.P.

8. 3,191 shares are held of record by Madrona Managing Director Fund, LLC; 23,838 shares are held of record by Madrona Venture Fund I-A, L.P.; and 2,594 shares are held of record by Madrona Venture Fund I-B, L.P.

Remarks:

Power of Attorney

	Yukio Morikubo as Attorney in fact for Tom Alberg	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).
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