SEC FORM 4

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^*

Vivo Capital VIII, LLC

(Last)

(First)

(Middle)

C/O VIVO CAPITAL LLC

192 LYTTON AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

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

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)
04/27/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/27/2021		C		710,190	A	⁽¹⁾	710,190	I	See footnote⁽³⁾
Common Stock	04/27/2021		C		98,068	A	⁽¹⁾	98,068	I	See footnote⁽⁴⁾
Common Stock	04/27/2021		C		474,713	A	⁽¹⁾	1,184,903	I	See footnote⁽³⁾
Common Stock	04/27/2021		C		65,552	A	⁽¹⁾	163,620	I	See footnote⁽⁴⁾
Common Stock	04/27/2021		C		440,119	A	⁽¹⁾	1,625,022	I	See footnote⁽³⁾
Common Stock	04/27/2021		C		60,813	A	⁽¹⁾	224,433	I	See footnote⁽⁴⁾
Common Stock	04/27/2021		C		315,328	A	⁽¹⁾	1,940,350	I	See footnote⁽³⁾
Common Stock	04/27/2021		C		43,550	A	⁽¹⁾	267,983	I	See footnote⁽⁴⁾
Common Stock	04/27/2021		C		89,145	A	$13.5⁽²⁾	2,029,495	I	See footnote⁽³⁾
Common Stock	04/27/2021		C		12,311	A	$13.5⁽²⁾	280,294	I	See footnote⁽⁴⁾
Common Stock	04/27/2021		P		505,620	A	$15	2,535,115	I	See footnote⁽³⁾
Common Stock	04/27/2021		P		69,380	A	$15	349,674	I	See footnote⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series C-1 Redeemable Convertible Preferred Stock	⁽¹⁾	04/27/2021		C			11,628,174	⁽¹⁾	⁽¹⁾	Common Stock	710,190	$0	0	I	See footnote⁽³⁾
Series C-1 Redeemable Convertible Preferred Stock	⁽¹⁾	04/27/2021		C			1,605,711	⁽¹⁾	⁽¹⁾	Common Stock	98,068	$0	0	I	See footnote⁽⁴⁾
Series C-2 Redeemable Convertible Preferred Stock	⁽¹⁾	04/27/2021		C			7,772,634	⁽¹⁾	⁽¹⁾	Common Stock	474,713	$0	0	I	See footnote⁽³⁾
Series C-2 Redeemable Convertible Preferred Stock	⁽¹⁾	04/27/2021		C			1,073,308	⁽¹⁾	⁽¹⁾	Common Stock	65,552	$0	0	I	See footnote⁽⁴⁾
Series C-3 Redeemable Convertible Preferred Stock	⁽¹⁾	04/27/2021		C			7,206,216	⁽¹⁾	⁽¹⁾	Common Stock	440,119	$0	0	I	See footnote⁽³⁾
Series C-3 Redeemable Convertible Preferred Stock	⁽¹⁾	04/27/2021		C			995,714	⁽¹⁾	⁽¹⁾	Common Stock	60,813	$0	0	I	See footnote⁽⁴⁾
Series D Redeemable Convertible Preferred Stock	⁽¹⁾	04/27/2021		C			5,162,969	⁽¹⁾	⁽¹⁾	Common Stock	315,328	$0	0	I	See footnote⁽³⁾
Series D Redeemable Convertible Preferred Stock	⁽¹⁾	04/27/2021		C			713,064	⁽¹⁾	⁽¹⁾	Common Stock	43,550	$0	0	I	See footnote⁽⁴⁾
5% Convertible Note due 2021	$13.5⁽²⁾	04/27/2021		C			$1,194,785.75	⁽²⁾	12/31/2021	Common Stock	89,145	$0	0	I	See footnote⁽³⁾
5% Convertible Note due 2021	$13.5⁽²⁾	04/27/2021		C			$165,013.49	⁽²⁾	12/31/2021	Common Stock	12,311	$0	0	I	See footnote⁽⁴⁾

1. Name and Address of Reporting Person^*

Vivo Capital VIII, LLC

(Last)

(First)

(Middle)

C/O VIVO CAPITAL LLC

192 LYTTON AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Vivo Capital Fund VIII, L.P.

(Last)

(First)

(Middle)

192 LYTTON AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Vivo Capital Surplus Fund VIII, L.P.

(Last)

(First)

(Middle)

192 LYTTON AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Each share of Series C-1, C-2, C-3 and D Redeemable Convertible Preferred Stock is automatically converted into shares of Common Stock upon the closing of the Issuer's initial public offering for no additional consideration, on a one share of common stock for 16.37332 preferred shares basis.

2. The convertible promissory note was issued by the issuer on March 5, 2021 and the outstanding principal and accrued interest is automatically converted into shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering at $13.50 per share (90% of the IPO price).

3. The securities reported herein are held of record by Vivo Capital Fund VIII, L.P. Vivo Capital VIII, LLC is the general partner of Vivo Capital Fund VIII, L.P. As the managing members of Vivo Capital VIII, LLC, Frank Kung, Edgar Engleman and Shan Fu share voting and dispositive power over the shares held by Vivo Capital Fund VIII, L.P., but each disclaims beneficial ownership of such shares except to the extent of their individual pecuniary interest therein.

4. The securities reported herein are held of record by Vivo Capital Surplus Fund VIII, L.P. Vivo Capital VIII, LLC is the general partner of Vivo Capital Surplus Fund VIII, L.P. As the managing members of Vivo Capital VIII, LLC, Frank Kung, Edgar Engleman and Shan Fu share voting and dispositive power over the shares held by Vivo Capital Surplus Fund VIII, L.P., but each disclaims beneficial ownership of such shares except to the extent of their individual pecuniary interest therein.

	/s/ Frank Kung, as a managing member of Vivo Capital VIII, LLC	04/29/2021
	/s/ Frank Kung, as a managing member of Vivo Capital VIII, LLC, General Partner of Vivo Capital Fund VIII, L.P.	04/29/2021
	/s/ Frank Kung, as a managing member of Vivo Capital VIII, LLC, General Partner of Vivo Capital Surplus Fund VIII, L.P.	04/29/2021
	** Signature of Reporting Person	Date
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