0001140361-23-056254.txt : 20231204
0001140361-23-056254.hdr.sgml : 20231204
20231204210040
ACCESSION NUMBER: 0001140361-23-056254
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231130
FILED AS OF DATE: 20231204
DATE AS OF CHANGE: 20231204
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BROOKFIELD Corp /ON/
CENTRAL INDEX KEY: 0001001085
STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512]
STATE OF INCORPORATION: A6
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40353
FILM NUMBER: 231465023
BUSINESS ADDRESS:
STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 100
STREET 2: PO BOX 762
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
BUSINESS PHONE: 416-363-9491
MAIL ADDRESS:
STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 100
STREET 2: PO BOX 762
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
FORMER NAME:
FORMER CONFORMED NAME: BROOKFIELD ASSET MANAGEMENT INC.
DATE OF NAME CHANGE: 20051116
FORMER NAME:
FORMER CONFORMED NAME: BRASCAN CORP/
DATE OF NAME CHANGE: 20010321
FORMER NAME:
FORMER CONFORMED NAME: EDPERBRASCAN CORP
DATE OF NAME CHANGE: 19970904
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brookfield Asset Management ULC
CENTRAL INDEX KEY: 0001962420
STATE OF INCORPORATION: A1
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40353
FILM NUMBER: 231465021
BUSINESS ADDRESS:
STREET 1: BROOKFIELD PLACE
STREET 2: 181 BAY STREET SUITE 100
CITY: TORONTO
STATE: A6
ZIP: M5J 2T3
BUSINESS PHONE: 416-369-2621
MAIL ADDRESS:
STREET 1: BROOKFIELD PLACE
STREET 2: 181 BAY STREET SUITE 100
CITY: TORONTO
STATE: A6
ZIP: M5J 2T3
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BAM Partners Trust
CENTRAL INDEX KEY: 0001861643
STATE OF INCORPORATION: A6
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40353
FILM NUMBER: 231465022
BUSINESS ADDRESS:
STREET 1: 181 BAY STREET
STREET 2: SUITE 300
CITY: TORONTO
STATE: A6
ZIP: M5J 2T3
BUSINESS PHONE: 416-369-2621
MAIL ADDRESS:
STREET 1: 181 BAY STREET
STREET 2: SUITE 300
CITY: TORONTO
STATE: A6
ZIP: M5J 2T3
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: IMPEL PHARMACEUTICALS INC
CENTRAL INDEX KEY: 0001445499
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 263058238
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0426
BUSINESS ADDRESS:
STREET 1: 201 ELLIOTT AVE. W
STREET 2: SUITE 260
CITY: SEATTLE
STATE: WA
ZIP: 98119
BUSINESS PHONE: 206-568-1466
MAIL ADDRESS:
STREET 1: 201 ELLIOTT AVE. W
STREET 2: SUITE 260
CITY: SEATTLE
STATE: WA
ZIP: 98119
FORMER COMPANY:
FORMER CONFORMED NAME: IMPEL NEUROPHARMA INC
DATE OF NAME CHANGE: 20080917
4
1
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2023-11-30
0001445499
IMPEL PHARMACEUTICALS INC
IMPL
0001001085
BROOKFIELD Corp /ON/
BROOKFIELD PLACE, SUITE 100
181 BAY STREET P.O. BOX 762
TORONTO
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ONTARIO, CANADA
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BROOKFIELD PLACE, SUITE 100
181 BAY STREET P.O. BOX 762
TORONTO
A6
M5J2T3
ONTARIO, CANADA
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0001962420
Brookfield Asset Management ULC
BROOKFIELD PLACE, SUITE 100
181 BAY STREET P.O. BOX 762
TORONTO
A6
M5J2T3
ONTARIO, CANADA
true
false
Warrants
0.01
2023-11-30
4
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445294
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3117057
I
See Footnote
In connection with the achievement of a strategic milestone, the Issuer drew $2.5 million loans (of which the Reporting Persons funded $1.875 million) and issued the reported securities to the Reporting Persons.
The reported amount reflects (i) 4,880 Warrants issued to Oaktree-TCDRS Strategic Credit, LLC, (ii) 3,946 Warrants issued to Oaktree-Forrest Multi-Strategy, LLC, (iii) 2,374 Warrants issued to Oaktree-TBMR Strategic Credit Fund C, LLC, (iv) 3,718 Warrants issued to Oaktree-TBMR Strategic Credit Fund F, LLC, (v) 6,070 Warrants issued to Oaktree-TBMR Strategic Credit Fund G, LLC, (vi) 6,110 Warrants issued to Oaktree-TSE 16 Strategic Credit, LLC, (vii) 1,808 Warrants issued to INPRS Strategic Credit Holdings, LLC, (viii) 30,578 Warrants issued to Oaktree Gilead Investment Fund AIF (Delaware), L.P., (ix) 116,748 Warrants issued to Oaktree Specialty Lending Corporation, (x) 2,716 Warrants issued to Oaktree GCP Fund Delaware Holdings, L.P., (xi) 8,914 Warrants issued to Oaktree Diversified Income Fund Inc., (xii) 58,080 Warrants issued to Oaktree AZ Strategic Lending Fund, L.P.,
(continued from Footnote 2) (xiii) 84,914 Warrants issued to Oaktree LSL Fund Holdings EURRC S.a r.l., (xiv) 33,966 Warrants issued to Oaktree LSL Fund Delaware Holdings EURRC, L.P., (xv) 38,014 Warrants issued to Oaktree PRE Life Sciences Fund, L.P., and (xvi) 42,458 Warrants issued to Oaktree Strategic Credit Fund.
The Warrants are exercisable at any time prior to the earlier to occur of: (a) the seventh anniversary of the date of issuance or (b) a change of control. Prior to the reported issuance, 1,335,881 Warrants were issued on September 5, 2023, 445,293 Warrants were issued on October 2, 2023, 445,295 Warrants were issued on October 6, 2023, 222,647 Warrants were issued on November 3, 2023, and 222,647 Warrants were issued on November 10, 2023.
The reported amount reflects (i) 34,162 Warrants held directly by Oaktree-TCDRS Strategic Credit, LLC, (ii) 27,619 Warrants held directly by Oaktree-Forrest Multi-Strategy, LLC, (iii) 16,615 Warrants held directly by Oaktree-TBMR Strategic Credit Fund C, LLC, (iv) 26,027 Warrants held directly by Oaktree-TBMR Strategic Credit Fund F, LLC, (v) 42,487 Warrants held directly by Oaktree-TBMR Strategic Credit Fund G, LLC, (vi) 42,767 Warrants held directly by Oaktree-TSE 16 Strategic Credit, LLC, (vii) 12,655 Warrants held directly by INPRS Strategic Credit Holdings, LLC, (viii) 214,048 Warrants held directly by Oaktree Gilead Investment Fund AIF (Delaware), L.P., (ix) 817,232 Warrants held directly by Oaktree Specialty Lending Corporation, (x) 19,013 Warrants held directly by Oaktree GCP Fund Delaware Holdings, L.P., (xi) 62,402 Warrants held directly by Oaktree Diversified Income Fund Inc., (xii) 406,558 Warrants held directly by Oaktree AZ Strategic Lending Fund, L.P.,
(continued from Footnote 5) (xiii) 135,861 Warrants held directly by Oaktree Loan Acquisition Fund, L.P., (xiv) 458,532 Warrants held directly by Oaktree LSL Fund Holdings EURRC S.a r.l., (xv) 237,767 Warrants held directly by Oaktree LSL Fund Delaware Holdings EURRC, L.P., (xvi) 266,102 Warrants held directly by Oaktree PRE Life Sciences Fund, L.P. (each of the foregoing, an "Atlas Entity," and together, the "Atlas Entities"), and (xvii) 297,210 Warrants held directly by Oaktree Strategic Credit Fund (together with the Atlas Entities, the "Oaktree Holders," and each an "Oaktree Holder").
Oaktree Capital Group, LLC, in its capacity as the indirect manager of Oaktree Strategic Credit Fund, may be deemed to beneficially own the Warrants held directly by Oaktree Strategic Credit Fund. Atlas OCM Holdings, LLC, in its capacity as the indirect manager of the Atlas Entities, may be deemed to beneficially own the Warrants held directly by the Atlas Entities. Brookfield Corporation, in its capacity as the indirect owner of the class A units of Oaktree Capital Group, LLC, may be deemed to beneficially own the Warrants held directly by Oaktree Strategic Credit Fund. BAM Partners Trust, in its capacity as the sole owner of Class B Limited Voting Shares of Brookfield Corporation, may be deemed to beneficially own the Warrants held directly by Oaktree Strategic Credit Fund. Brookfield Asset Management ULC, in its capacity as the indirect owner of Class A units of Atlas OCM Holdings, LLC, may be deemed to beneficially own the Warrants held directly by the Atlas Entities.
Neither the filing of this Form 4 nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any of the Warrants referred to herein for the purposes of Section 16 of the Securities and Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed by each Reporting Person, other than each Oaktree Holder with respect to securities reported as directly held by such Oaktree Holder.
Form 3 of 3.
Brookfield Corporation, /s/ Swati Mandava, Managing Director, Legal & Regulatory
2023-12-04
BAM Partners Trust, By: BAM Class B Partners Inc., Its: Trustee,
/s/ Kathy Sarpash, Secretary
2023-12-04
Brookfield Asset Management ULC, /s/ Kathy Sarpash, Managing Director, Legal & Regulatory
2023-12-04