UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. )*

 

Impel Neuropharma, Inc.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

45258K109

(CUSIP Number)

 

April 27, 2021

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

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).

 

 

 


 

CUSIP No. 45258K109

 

 

1.

Names of Reporting Persons
5AM Ventures V, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares

 

6.

Shared Voting Power
 2,309,791 shares (2)

 

7.

Sole Dispositive Power
 0 shares

 

8.

Shared Dispositive Power
2,309,791 shares (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,309,791 shares (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
11.9% (3)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 


(1)             This Schedule 13G is filed by 5AM Ventures V, L.P., a Delaware limited partnership (“Ventures V”), 5AM Partners V, LLC, a Delaware limited liability company (“Partners V”), 5AM Opportunities I, L.P., a Delaware limited partnership (“Opportunities”), 5AM Opportunities I (GP), LLC, a Delaware limited liability company (“Opportunities GP”), Andrew J. Schwab (“Schwab”), Dr. Kush Parmar (“Parmar”) and Dr. Scott M. Rocklage (“Rocklage”) and together with Ventures V, Partners V, Opportunities, Opportunities GP, Schwab and Parmar, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)             Partners V serves as the sole general partner of Ventures V. Schwab, Parmar and Rocklage are managing members of Partners V and share voting and dispositive power over the shares held by Ventures V.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of April 27, 2021.

(3)             This percentage is calculated based on 19,422,929 shares of Common Stock outstanding as of as of April 27, 2021 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus (the “Prospectus”) filed with the Securities and Exchange Commission (the “SEC”) on April 23, 2021 pursuant to Rule 424(b)(1) of the Securities Act of 1933, as amended.

 

2


 

CUSIP No. 45258K109

 

 

1.

Names of Reporting Persons
5AM Partners V, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares

 

6.

Shared Voting Power
 2,309,791 shares (2)

 

7.

Sole Dispositive Power
 0 shares

 

8.

Shared Dispositive Power
2,309,791 shares (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,309,791 shares (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
11.9% (3)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 


(1)             This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)             Includes 2,309,791 shares of Common Stock held by Ventures V.  Partners V serves as the sole general partner of Ventures V.  Schwab, Parmar and Rocklage are managing members of Partners V and share voting and dispositive power over the shares held by Ventures V.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of April 27, 2021.

(3)             This percentage is calculated based on 19,422,929 shares of Common Stock outstanding as of as of April 27, 2021 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus (the “Prospectus”) filed with the SEC on April 23, 2021 pursuant to Rule 424(b)(1) of the Securities Act of 1933, as amended.

 

3


 

CUSIP No. 45258K109

 

 

1.

Names of Reporting Persons
5AM Opportunities I, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares

 

6.

Shared Voting Power
 575,000 shares (2)

 

7.

Sole Dispositive Power
 0 shares

 

8.

Shared Dispositive Power
575,000 shares (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
575,000 shares (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
3.0% (3)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 


(1)             This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)             Opportunities GP serves as the sole general partner of Opportunities.  Schwab and Parmar are managing members of Opportunities GP and share voting and dispositive power over the shares held by Opportunities.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of April 27, 2021.

(3)             This percentage is calculated based on 19,422,929 shares of Common Stock outstanding as of as of April 27, 2021 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus (the “Prospectus”) filed with the SEC on April 23, 2021 pursuant to Rule 424(b)(1) of the Securities Act of 1933, as amended.

 

4


 

CUSIP No. 45258K109

 

 

1.

Names of Reporting Persons
5AM Opportunities I (GP), LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares

 

6.

Shared Voting Power
 575,000 shares (2)

 

7.

Sole Dispositive Power
 0 shares

 

8.

Shared Dispositive Power
575,000 shares (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
575,000 shares (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
3.0% (3)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 


(1)             This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)             Includes 575,000 shares of Common Stock held by Opportunities.  Opportunities GP serves as the sole general partner of Opportunities. Schwab and Parmar are managing members of Opportunities GP and share voting and dispositive power over the shares held by Opportunities.  The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of April 27, 2021.

(3)             This percentage is calculated based on 19,422,929 shares of Common Stock outstanding as of as of April 27, 2021 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus (the “Prospectus”) filed with the SEC on April 23, 2021 pursuant to Rule 424(b)(1) of the Securities Act of 1933, as amended.

 

5


 

CUSIP No. 45258K109

 

 

1.

Names of Reporting Persons
Andrew J. Schwab

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

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
0 shares

 

6.

Shared Voting Power
 2,884,791 shares (2)

 

7.

Sole Dispositive Power
 0 shares

 

8.

Shared Dispositive Power
2,884,791 shares (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,884,791 shares (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
14.9% (3)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


(1)             This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)             Includes 2,309,791 shares of Common Stock held by Ventures V and 575,000 shares of Common Stock held by Opportunities.  Partners V serves as the sole general partner of Ventures V.  Schwab, Parmar and Rocklage are managing members of Partners V and share voting and dispositive power over the shares held by Ventures V.  Opportunities GP serves as the sole general partner of Opportunities. Schwab and Parmar are managing members of Opportunities GP and share voting and dispositive power over the shares held by Opportunities. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of April 27, 2021.

(3)             This percentage is calculated based on 19,422,929 shares of Common Stock outstanding as of as of April 27, 2021 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus (the “Prospectus”) filed with the SEC on April 23, 2021 pursuant to Rule 424(b)(1) of the Securities Act of 1933, as amended.

 

6


 

CUSIP No. 45258K109

 

 

1.

Names of Reporting Persons
Dr. Kush Parmar

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

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
0 shares

 

6.

Shared Voting Power
 2,884,791 shares (2)

 

7.

Sole Dispositive Power
 0 shares

 

8.

Shared Dispositive Power
2,884,791 shares (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,884,791 shares (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
14.9% (3)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


(1)             This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)             Includes 2,309,791 shares of Common Stock held by Ventures V and 575,000 shares of Common Stock held by Opportunities.  Partners V serves as the sole general partner of Ventures V.  Schwab, Parmar and Rocklage are managing members of Partners V and share voting and dispositive power over the shares held by Ventures V.  Opportunities GP serves as the sole general partner of Opportunities. Schwab and Parmar are managing members of Opportunities GP and share voting and dispositive power over the shares held by Opportunities. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of April 27, 2021.

(3)             This percentage is calculated based on 19,422,929 shares of Common Stock outstanding as of as of April 27, 2021 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus (the “Prospectus”) filed with the SEC on April 23, 2021 pursuant to Rule 424(b)(1) of the Securities Act of 1933, as amended.

 

7


 

CUSIP No. 45258K109

 

 

1.

Names of Reporting Persons
Dr. Scott M. Rocklage

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

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
0 shares

 

6.

Shared Voting Power
 2,309,791 shares (2)

 

7.

Sole Dispositive Power
 0 shares

 

8.

Shared Dispositive Power
2,309,791 shares (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,309,791 shares (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
11.9% (3)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


(1)             This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)             Includes 2,309,791 shares of Common Stock held by Ventures V.  Partners V serves as the sole general partner of Ventures V.  Schwab, Parmar and Rocklage are managing members of Partners V and share voting and dispositive power over the shares held by Ventures V.   The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of April 27, 2021.

(3)             This percentage is calculated based on 19,422,929 shares of Common Stock outstanding as of as of April 27, 2021 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus (the “Prospectus”) filed with the SEC on April 23, 2021 pursuant to Rule 424(b)(1) of the Securities Act of 1933, as amended.

 

8


 

Item 1.

 

(a)

Name of Issuer
Impel Neuropharma, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
201 Elliott Ave. W

Suite 260

Seattle, WA 98119

 

Item 2.

 

(a)

Name of Person Filing
5AM Ventures V, L.P. (“Ventures V”)

5AM Partners V, LLC (“Partners V”)

5AM Opportunities I, L.P. (“Opportunites”)

5AM Opportunities I (GP), LLC (“Opportunities GP”)

Andrew J. Schwab (“Schwab”)

Dr. Kush Parmar (“Parmar”)

Dr. Scott M. Rocklage (“Rocklage”)

 

(b)

Address of Principal Business Office or, if none, Residence
c/o 5AM Ventures

501 Second Street, Suite 350

San Francisco, CA 94107

 

(c)

Citizenship

 

 

Entities:

5AM Ventures V, L.P.

-

Delaware

 

 

 

5AM Partners V, LLC

-

Delaware

 

 

 

5AM Opportunities I, L.P.

-

Delaware

 

 

 

5AM Opportunities I (GP), LLC

-

Delaware

 

 

 

 

 

 

 

 

Individuals:

Schwab

-

United States of America

 

 

 

Parmar

-

United States of America

 

 

 

Rocklage

-

United States of America

 

(d)

Title of Class of Securities
Common Stock

 

(e)

CUSIP Number
45258K109

 

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:

 

 

 

Not applicable.

 

9


 

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.

 

Reporting Persons

 

Shares Held
Directly

 

Sole
Voting
Power

 

Shared
Voting
Power

 

Sole
Dispositive
Power

 

Shared
Dispositive
Power

 

Beneficial
Ownership

 

Percentage
of Class (5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ventures V (1) (2)

 

2,309,791

 

 

 

2,309,791

 

 

 

2,309,791

 

2,309,791

 

11.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Partners V (1) (2)

 

 

 

 

 

2,309,791

 

 

 

2,309,791

 

2,309,791

 

11.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Opportunities (3) (4)

 

575,000

 

 

 

575,000

 

 

 

575,000

 

575,000

 

3.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Opportunities GP (3) (4)

 

 

 

 

 

575,000

 

 

 

575,000

 

575,000

 

3.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Schwab (1) (2) (3) (4)

 

 

 

 

 

2,884,791

 

 

 

2,884,791

 

2,884,791

 

14.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Parmar (1) (2) (3) (4)

 

 

 

 

 

2,884,791

 

 

 

2,884,791

 

2,884,791

 

14.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rocklage (1) (2) 

 

 

 

 

 

2,309,791

 

 

 

2,309,791

 

2,309,791

 

11.9

%

 


(1)               Includes 2,309,791 shares of Common Stock held by Ventures V.

(2)               Partners V serves as the sole general partner of Ventures V. Schwab, Parmar and Rocklage are managing members of Partners V and share voting and dispositive power over the shares held by Ventures V.

(3)               Includes 575,000 shares of Common Stock held by Opportunities.

(4)               Opportunities GP serves as the sole general partner of Opportunities. Schwab and Parmar are managing members of Opportunities GP and share voting and dispositive power over the shares held by Opportunities.

(5)               This percentage is calculated based on 19,422,929 shares of Common Stock outstanding as of as of April 27, 2021 upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus (the “Prospectus”) filed with the SEC on April 23, 2021 pursuant to Rule 424(b)(1) of the Securities Act of 1933, as amended.

 

Item 5.

Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  o.

 

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.

 

Item 9.

Notice of Dissolution of Group

 

 

 

Not applicable.

 

Item 10.

Certification

 

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.

 

 

10


 

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.

 

Dated: May 7, 2021

 

5AM Ventures V, L.P.

 

5AM Partners V, LLC

 

 

 

By:

5AM Partners V, LLC

 

 

its

General Partner

 

 

 

 

 

By:

/s/ Andrew J. Schwab

 

By:

/s/ Andrew J. Schwab

 

Name: Andrew J. Schwab

 

 

Name: Andrew J. Schwab

 

Title: Managing Member

 

 

Title: Managing Member

 

 

 

 

 

 

 

 

5AM Opportunities I, L.P.

 

5AM Opportunities I (GP), LLC

 

 

 

 

By:

5AM Opportunities I (GP),LLC

 

 

 

its

General Partner

 

 

 

 

 

 

 

By:

/s/ Andrew J. Schwab

 

By:

/s/ Andrew J. Schwab

 

Name: Andrew J. Schwab

 

 

Name: Andrew J. Schwab

 

Title: Managing Member

 

 

Title: Managing Member

 

 

 

 

 

 

 

 

 

 

 

/s/ Andrew J. Schwab

 

 

/s/ Dr. Scott M. Rocklage

 

Andrew J. Schwab

 

 

Dr. Scott M. Rocklage

 

 

 

 

 

 

/s/ Dr. Kush Parmar

 

 

 

 

Dr. Dr. Kush Parmar

 

 

 

 

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

11


 

Exhibit(s):

 

A - Joint Filing Statement

 

12


 

EXHIBIT A

 

JOINT FILING STATEMENT

 

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the

 

Common Stock of Impel Neuropharma Inc. is filed on behalf of each of us.

 

Dated: May 7, 2021

 

5AM Ventures V, L.P.

 

5AM Partners V, LLC

 

 

 

By:

5AM Partners V, LLC

 

 

its

General Partner

 

 

 

 

 

By:

/s/ Andrew J. Schwab

 

By:

/s/ Andrew J. Schwab

 

Name: Andrew J. Schwab

 

 

Name: Andrew J. Schwab

 

Title: Managing Member

 

 

Title: Managing Member

 

 

 

 

 

 

 

 

5AM Opportunities I, L.P.

 

5AM Opportunities I (GP), LLC

 

 

 

 

By:

5AM Opportunities I (GP),LLC

 

 

 

its

General Partner

 

 

 

 

 

 

 

By:

/s/ Andrew J. Schwab

 

By:

/s/ Andrew J. Schwab

 

Name: Andrew J. Schwab

 

 

Name: Andrew J. Schwab

 

Title: Managing Member

 

 

Title: Managing Member

 

 

 

 

 

 

 

 

 

 

 

/s/ Andrew J. Schwab

 

 

/s/ Dr. Scott M. Rocklage

 

Andrew J. Schwab

 

 

Dr. Scott M. Rocklage

 

 

 

 

 

 

/s/ Dr. Kush Parmar

 

 

 

 

Dr. Dr. Kush Parmar

 

 

 

 

13