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*
Norwest Venture Partners XIV, LP

(Last) (First) (Middle)
525 UNIVERSITY AVENUE
SUITE 800

(Street)
PALO ALTO CA 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)
Code V Amount (A) or (D) Price
Common Stock(1) 04/27/2021 C 98,927 A $13.5 98,927 D
Common Stock(1) 04/27/2021 C 2,153,271 A $0.00(2) 2,252,198 D
Common Stock(1) 04/27/2021 P 825,000 A $15 3,077,198 D
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
5% Convertible Note due 2021(1) $13.5(3) 04/27/2021 C $1,325,893.04 (3) 12/31/2021 Common Stock 98,927 $0.00 0 D
Series D Preferred Stock(1) (2) 04/27/2021 C 35,256,206 (2) (2) Common Stock 2,153,271 $0.00 0 D
1. Name and Address of Reporting Person*
Norwest Venture Partners XIV, LP

(Last) (First) (Middle)
525 UNIVERSITY AVENUE
SUITE 800

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Crowe Jeffrey

(Last) (First) (Middle)
525 UNIVERSITY AVENUE
SUITE 800

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HAQUE PROMOD

(Last) (First) (Middle)
525 UNIVERSITY AVENUE
SUITE 800

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Kossow Jon Erik

(Last) (First) (Middle)
525 UNIVERSITY AVENUE
SUITE 800

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
Explanation of Responses:
1. The securities shown represent securities held of record by Norwest Venture Partners XIV, LP ("NVP XIV"). Genesis VC Partners XIV, LLC ("Genesis XIV") is the general partner of NVP XIV and may be deemed to have sole voting and dispositive power over the shares held by NVP XIV. NVP Associates, LLC ("NVP Associates"), the managing member of Genesis XIV, and Jeffrey Crowe, Promod Haque and Jon E. Kossow, as Co-Chief Executive Officers of NVP Associates, may be deemed to share voting and dispositive power with respect to such securities. Such entities and Messrs. Crowe, Haque and Kossow disclaim beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.
2. The shares of the Issuer's Series D Preferred Stock automatically converted into the number of shares of the Issuer's Common Stock on a 16.37332-for-one basis, for no additional consideration, immediately prior to the closing of the Issuer's initial public offering of Common Stock (the "IPO") and had no expiration date.
3. The convertible promissory note was issued by the Issuer in March 2021 and the outstanding principal and accrued interest automatically converted into the number of shares of the Issuer's Common Stock set forth above upon the closing of the IPO at $13.50 per share (90% of the IPO price).
Remarks:
/s/ Matthew De Dominicis, Chief Financial Officer 04/29/2021
/s/ Matthew De Dominicis, Attorney-in-Fact for Jeffrey Crowe 04/29/2021
/s/ Matthew De Dominicis, Attorney-in-Fact for Promod Haque 04/29/2021
/s/ Matthew De Dominicis, Attorney-in-Fact for Jon Erik Kossow 04/29/2021
** 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).
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