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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/22/2021 |
3. Issuer Name and Ticker or Trading Symbol
IMPEL NEUROPHARMA INC [ IMPL ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) |
Common Stock | 104,243 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | ||||
Series A-2 Preferred Stock | (1) | (1) | Common Stock | 3,749 | (1) | D | |
Series A-2 Preferred Stock Warrant (right to buy) | (2) | (2) | Series A-2 Preferred Stock | 8,253 | $0.4996 | D | |
Stock Option (right to buy) | (3) | 12/22/2021 | Common Stock | 35,118 | $1.64 | D | |
Stock Option (right to buy) | (4) | 12/04/2024 | Common Stock | 2,942 | $1.44 | D | |
Stock Option (right to buy) | (3) | 02/13/2027 | Common Stock | 1,832 | $1.96 | D | |
Stock Option (right to buy) | (3) | 03/08/2027 | Common Stock | 152,687 | $1.96 | D | |
Stock Option (right to buy) | (5) | 03/08/2028 | Common Stock | 70,236 | $2.46 | D | |
Stock Option (right to buy) | (6) | 02/07/2029 | Common Stock | 177,044 | $2.95 | D |
Explanation of Responses: |
1. The shares of the issuer's Series A-2 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 the closing of the issuer's initial public offering ("IPO"), and has no expiration date. |
2. The warrant is exercisable at any time at the holder's election on a one-for-one basis and expires immediately prior to the closing of the issuer's IPO if not earlier exercised. |
3. The option is 100% vested and exercisable. |
4. The option vests as to 2.04165% of the total shares monthly, commencing December 16, 2014, with 100% of the total shares vested on December 16, 2022, subject to the reporting person's provision of service to the issuer on each vesting date. |
5. The option vested as to 25% of the total shares on February 13, 2019, then 2.0833% of the total shares vest monthly thereafter, with 100% of the total shares vested and exercisable on February 13, 2022, subject to the reporting person's provision of service to the issuer on each vesting date. |
6. The option vested as to 25% of the total shares on February 8, 2020, then 2.0833% of the total shares vest monthly thereafter, with 100% of the total shares vested and exercisable on February 8, 2023, subject to the reporting person's provision of service to the issuer on each vesting date. |
Remarks: |
/s/ John Leaman, M.D. 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |