SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Impinj, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
453204 109
(CUSIP Number)
December 31, 2016
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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| CUSIP No. 453204 109 |
| 1. | Names of Reporting Persons.
Christoper Diorio, Ph.D. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
393,727 shares.1 | ||||
| 6. | Shared Voting Power
699,999 shares.2 | |||||
| 7. | Sole Dispositive Power
393,727 shares. 1 | |||||
| 8. | Shared Dispositive Power
699,999 shares. 2 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,093,726 shares | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
5.4% | |||||
| 12. | Type of Reporting Person
IN | |||||
| 1 | Includes options to purchase 82,915 shares that are exercisable within 60 days of December 31, 2016, of which 76,753 shares will be vested as of March 1, 2017. |
| 2 | All shares are held of record by DFT L.L.C., a Washington limited liability company. Chris Diorio and Nancy Wright, the co-managers of DFT L.L.C., may be deemed to have shared voting and dispositive power. |
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Item 1(a) Name of Issuer:
Impinj, Inc.
Item 1(b) Address of Issuer’s Principal Executive Offices:
400 Fairview Ave. N., Suite 1200
Seattle, WA 98109
Item 2 (a) Name of Person Filing:
Christopher Diorio, Ph.D.
Item 2 (b) Address of Principal Business Office or, if none, Residence:
Principal business office:
400 Fairview Ave. N., Suite 1200
Seattle, WA 98109
Item 2 (c) Citizenship:
United States of America
Item 2 (d) Title of Class of Securities:
Common Stock, $0.001 par value per share
Item 2 (e) CUSIP Number:
453204 109
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||
| (e) | ☐ | An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E); | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||
| (j) | ☐ | A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J); | ||
| (k) | ☐ | Group, in accordance with §240.13d–1(b)(1)(ii)(K). | ||
| ☐ | If this statement is filed pursuant to Rule 13d-1(c), check this box. | |||
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| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: |
1,093,726 shares.
| (b) | Percent of class: |
5.4% based on 20,335,540 shares outstanding.
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: |
393,727 shares. 1
| (ii) | Shared power to vote or to direct the vote: |
699,999 shares. 2
| (iii) | Sole power to dispose or to direct the disposition of: |
393,727 shares. 1
| (iv) | Shared power to dispose or to direct the disposition of: |
699,999 shares. 2
| 1 | Includes options to purchase 82,915 shares that are exercisable within 60 days of December 31, 2016, of which 76,753 shares will be vested as of March 1, 2017. |
| 2 | All shares are held of record by DFT L.L.C., a Washington limited liability company. Christopher Diorio and Nancy Wright, the co-managers of DFT L.L.C., may be deemed to have shared voting and dispositive power. |
| Item 5. | Ownership of Five Percent or Less of a Class |
Not applicable
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not applicable
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
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| Item 9. | Notice of Dissolution of Group |
Not applicable
| Item 10. | Certification |
Not applicable.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| CHRISTOPHER DIORIO, PH.D. | ||
| By: | /s/ Chris Diorio | |
| Chistopher Diorio, Ph.D. | ||
| Date: | February 14, 2017 | |
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