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^*

venBio Global Strategic Fund II L.P.

(Last)

(First)

(Middle)

1700 OWENS STREET

SUITE 595

(Street)

SAN FRANCISCO

94158

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/22/2021

3. Issuer Name and Ticker or Trading Symbol
IMPEL NEUROPHARMA INC [ IMPL ]

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

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)

	Form filed by One Reporting Person
X	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 D Redeemable Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	358,878	⁽¹⁾	D⁽⁵⁾
Series C-3 Redeemable Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	500,932	⁽²⁾	D⁽⁵⁾
Series C-2 Redeemable Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	540,265	⁽³⁾	D⁽⁵⁾
Series C-1 Redeemable Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	808,259	⁽⁴⁾	D⁽⁵⁾

1. Name and Address of Reporting Person^*

venBio Global Strategic Fund II L.P.

(Last)

(First)

(Middle)

1700 OWENS STREET

SUITE 595

(Street)

SAN FRANCISCO

94158

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

venBio Global Strategic GP II, L.P.

(Last)

(First)

(Middle)

1700 OWENS STREET

SUITE 595

(Street)

SAN FRANCISCO

94158

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

venBio Global Strategic GP II, Ltd.

(Last)

(First)

(Middle)

1700 OWENS STREET

SUITE 595

(Street)

SAN FRANCISCO

94158

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

GOODMAN COREY S

(Last)

(First)

(Middle)

1700 OWENS STREET

SUITE 595

(Street)

SAN FRANCISCO

94158

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Adelman Robert J

(Last)

(First)

(Middle)

1700 OWENS STREET

SUITE 595

(Street)

SAN FRANCISCO

94158

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. These shares of the issuer's Series D redeemable convertible preferred stock will automatically convert on a 16.37332-for-one basis into the number of shares of the issuer's common stock shown in Column 3 immediately upon closing of the issuer's initial public offering ("IPO"), and has no expiration date.

2. These shares of the issuer's Series C-3 redeemable convertible preferred stock will automatically convert on a 16.37332-for-one basis into the number of shares of the issuer's common stock shown in Column 3 immediately upon closing of the issuer's IPO, and has no expiration date.

3. These shares of the issuer's Series C-2 redeemable convertible preferred stock will automatically convert on a 16.37332-for-one basis into the number of shares of the issuer's common stock shown in Column 3 immediately upon closing of the issuer's IPO, and has no expiration date.

4. These shares of the issuer's Series C-1 redeemable convertible preferred stock will automatically convert on a 16.37332-for-one basis into the number of shares of the issuer's common stock shown in Column 3 immediately upon closing of the issuer's IPO, and has no expiration date.

5. The shares are held by venBio Global Strategic Fund II, L.P. venBio Global Strategic GP II, LP is the sole general partner of venBio Global Strategic Fund II, LP and venBio Global Strategic GP II, Ltd. is the sole general partner of venBio Global Strategic GP II, L.P. Each of Corey Goodman and Robert Adelman is a director of venBio Global Strategic GP II, Ltd. Each of venBio Global Strategic GP II, LP, venBio Global Strategic GP II, Ltd, Dr. Goodman and Dr. Adelman disclaims beneficial ownership of such securities, except to the extent of its/his indirect pecuniary interest therein.

	venBio Global Strategic Fund II, L.P., by: venBio Global Strategic GP II, L.P., its general partner, by: venBio Global Strategic GP II, Ltd., its general partner, by: /s/ David Pezeshki, as attorney-in-fact	04/22/2021
	venBio Global Strategic GP II, L.P., by: venBio Global Strategic GP II, Ltd., its general partner, by: /s/ David Pezeshki as attorney-in-fact	04/22/2021
	venBio Global Strategic GP II, Ltd., by: /s/ David Pezeshki, as attorney-in-fact	04/22/2021
	Corey Goodman, by: /s/ David Pezeshki, as attorney-in-fact	04/22/2021
	Robert Adelman, by: /s/ David Pezeshki, as attorney-in-fact	04/22/2021
	** 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 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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