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* Oaktree GCP Fund Delaware Holdings, L.P. (Last) (First) (Middle) 333 S. GRAND AVENUE, 28TH FLOOR (Street) LOS ANGELES CA 90071 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/10/2023	3. Issuer Name and Ticker or Trading Symbol IMPEL PHARMACEUTICALS 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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	(1)	(1)	Common Stock	2,671,763(2)(3)	$0.01	I	See Footnote(4)(5)

1. Name and Address of Reporting Person* Oaktree GCP Fund Delaware Holdings, L.P. (Last) (First) (Middle) 333 S. GRAND AVENUE, 28TH FLOOR (Street) LOS ANGELES CA 90071 (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* Oaktree Diversified Income Fund Inc. (Last) (First) (Middle) 333 S. GRAND AVENUE, 28TH FLOOR (Street) LOS ANGELES CA 90071 (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* Oaktree AZ Strategic Lending Fund, L.P. (Last) (First) (Middle) 333 S. GRAND AVENUE, 28TH FLOOR (Street) LOS ANGELES CA 90071 (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* Oaktree Loan Acquisition Fund, L.P. (Last) (First) (Middle) 333 S. GRAND AVENUE, 28TH FLOOR (Street) LOS ANGELES CA 90071 (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* Oaktree LSL Fund Holdings EURRC S.a.r.l. (Last) (First) (Middle) 333 S. GRAND AVENUE, 28TH FLOOR (Street) LOS ANGELES CA 90071 (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* Oaktree LSL Fund Delaware Holdings EURRC, L.P. (Last) (First) (Middle) 333 S. GRAND AVENUE, 28TH FLOOR (Street) LOS ANGELES CA 90071 (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* Oaktree PRE Life Sciences Fund, L.P. (Last) (First) (Middle) 333 S. GRAND AVENUE, 28TH FLOOR (Street) LOS ANGELES CA 90071 (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* Oaktree Capital Group, LLC (Last) (First) (Middle) 333 S. GRAND AVENUE, 28TH FLOOR (Street) LOS ANGELES CA 90071 (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* Atlas OCM Holdings, LLC (Last) (First) (Middle) 333 S. GRAND AVENUE, 28TH FLOOR (Street) LOS ANGELES CA 90071 (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. 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. 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.

2. The reported amount reflects (i) 29,282 Warrants held directly by Oaktree-TCDRS Strategic Credit, LLC, (ii) 23,673 Warrants held directly by Oaktree-Forrest Multi-Strategy, LLC, (iii) 14,241 Warrants held directly by Oaktree-TBMR Strategic Credit Fund C, LLC, (iv) 22,309 Warrants held directly by Oaktree-TBMR Strategic Credit Fund F, LLC, (v) 36,417 Warrants held directly by Oaktree-TBMR Strategic Credit Fund G, LLC, (vi) 36,657 Warrants held directly by Oaktree-TSE 16 Strategic Credit, LLC, (vii) 10,847 Warrants held directly by INPRS Strategic Credit Holdings, LLC, (viii) 183,470 Warrants held directly by Oaktree Gilead Investment Fund AIF (Delaware), L.P., (ix) 700,484 Warrants held directly by Oaktree Specialty Lending Corporation, (x) 16,297 Warrants held directly by Oaktree GCP Fund Delaware Holdings, L.P., (xi) 53,488 Warrants held directly by Oaktree Diversified Income Fund Inc., (xii) 348,478 Warrants held directly by Oaktree AZ Strategic Lending Fund, L.P.,

3. (continued from Footnote 2) (xiii) 135,861 Warrants held directly by Oaktree Loan Acquisition Fund, L.P., (xiv) 373,618 Warrants held directly by Oaktree LSL Fund Holdings EURRC S.a r.l., (xv) 203,801 Warrants held directly by Oaktree LSL Fund Delaware Holdings EURRC, L.P., (xvi) 228,088 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) 254,752 Warrants held directly by Oaktree Strategic Credit Fund (and, together with the Atlas Entities, the "Oaktree Holders," and each an "Oaktree Holder").

4. 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.

5. Neither the filing of this Form 3 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.

Remarks:

Form 2 of 3.

	Oaktree GCP Fund Delaware Holdings, L.P., By: Oaktree Global Credit Plus Fund GP, L.P., Its: GP, By: Oaktree Global Credit Plus Fund GP Ltd., Its: GP, By: Oaktree Capital Management, L.P., Its: Director, /s/ Henry Orren, Senior Vice President	11/20/2023
	Oaktree Diversified Income Fund, Inc., By: Oaktree Fund Advisers, LLC, Its: Investment Adviser, /s/ Henry Orren, Senior Vice President	11/20/2023
	Oaktree AZ Strategic Lending Fund, L.P., By: Oaktree AZ Strategic Lending Fund GP, L.P., Its: GP, By: Oaktree Fund GP IIA, LLC, Its: GP, By: Oaktree Fund GP II, L.P., Its: Managing Member, /s/ Henry Orren, Authorized Signatory	11/20/2023
	Oaktree Loan Acquisition Fund, L.P., By: Oaktree Fund GP IIA, LLC, Its: GP,By: Oaktree Fund GP II, L.P., Its: Managing Member,/s/ Henry Orren, Authorized Signatory	11/20/2023
	Oaktree LSL Fund Holdings EURRC S.a r.l., /s/ Martin Eckel, Manager	11/20/2023
	Oaktree LSL Fund Delaware Holdings EURRC, L.P., By: Oaktree Life Sciences Lending Fund GP, L.P., Its: GP, By: Oaktree Life Sciences Lending Fund GP Ltd., Its: GP, By: Oaktree Capital Management, L.P., Its: Director, /s/ Henry Orren, SVP	11/20/2023
	Oaktree PRE Life Sciences, L.P., By: Oaktree PRE Life Sciences Fund GP, L.P., Its: GP, By: Oaktree Fund GP IIA, LLC, Its: GP, By: Oaktree Fund GP II, L.P., Its: Managing Member, /s/ Henry Orren, Authorized Signatory	11/20/2023
	Oaktree Capital Group, LLC, /s/ Henry Orren, Senior Vice President	11/20/2023
	Atlas OCM Holdings, LLC, /s/ Henry Orren, Senior Vice President	11/20/2023
	** Signature of Reporting Person	Date
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