SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

BYBEE CLINTON

(Last)

(First)

(Middle)

8755 WEST HIGGINS

SUITE 1025

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/20/2016

3. Issuer Name and Ticker or Trading Symbol
IMPINJ INC [ PI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
SERIES 1 PREFERRED STOCK⁽¹⁾	⁽²⁾	⁽³⁾	COMMON STOCK⁽⁴⁾	820,935	$0	I	See footnote⁽⁵⁾⁽⁶⁾
SERIES 2 PREFERRED STOCK⁽¹⁾	⁽⁷⁾	⁽³⁾	COMMON STOCK⁽⁸⁾	421,684	$0	I	See footnote⁽⁶⁾⁽⁵⁾
SERIES 2 WARRANT (RTB)⁽¹⁾	⁽⁷⁾	06/30/2017	COMMON STOCK⁽⁹⁾	32,022	$9.32	I	See footnote⁽⁵⁾⁽⁶⁾

Explanation of Responses:

1. Reflects a 1-for-12 reverse stock split of the Issuer's outstanding shares effected July 8, 2016.

2. The Series 1 Preferred Stock will automatically convert to shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering on a 1-for-1 basis.

3. Each share has no expiration date.

4. 815,666 of these shares are held of record by ARCH Venture Fund V, L.P.; and 5,269 of these shares are held of record by ARCH V Entrepreneurs Fund, L.P.

5. ARCH Venture Partners V, L.P., as the sole general partner of ARCH Venture Fund V, L.P. and ARCH V Entrepreneurs Fund, L.P., may be deemed to beneficially own certain of the shares held of record by ARCH Venture Fund V, L.P. and ARCH V Entrepreneurs Fund, L.P., but disclaims beneficial ownership of such shares, in which it does not have an actual pecuniary interest. ARCH Venture Partners V, LLC, as the sole general partner of ARCH Venture Partners V, L.P., may be deemed to beneficially own certain of the shares held of record by ARCH Venture Fund V, L.P. and ARCH V Entrepreneurs Fund, L.P. but disclaims beneficial ownership of such shares, in which it does not have an actual pecuniary interest.

6. Clinton Bybee, a member of the board of directors, is a managing director of ARCH Venture Partners V, LLC, and may be deemed to beneficially own certain of the shares held of record by ARCH Venture Fund V, L.P. and ARCH V Entrepreneurs Fund, L.P. Mr. Bybee disclaims beneficial ownership of all shares held of record by ARCH Venture Fund V, L.P. and ARCH V Entrepreneurs Fund, L.P., of which he does not have an actual pecuniary interest. By virtue of their relationship as affiliated entities who have overlapping general partners and managing directors, ARCH Venture Fund V, L.P., ARCH V Entrepreneurs Fund, L.P., ARCH Venture Partners V, L.P., ARCH Venture Partners V, LLC and Mr. Bybee may be deemed to share the voting and investment control of the record shares.

7. The Series 2 Preferred Stock will automatically convert to shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering on a 1.24996780424983-for-1 basis.

8. 418,862 of these shares are held of record by ARCH Venture Fund V, L.P.; and 2,822 of these shares are held of record by ARCH V Entrepreneurs Fund, L.P.

9. 31,808 of these shares are held of record by ARCH Venture Fund V, L.P.; and 214 of these shares are held of record by ARCH V Entrepreneurs Fund, L.P.

Remarks:

Power of Attorney

	Mark McDonnell, as Attorney-in-Fact for Clinton Bybee	07/20/2016
	** 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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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