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^*

5AM Ventures V, L.P.

(Last)

(First)

(Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO

94107

(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 C-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	808,259	⁽¹⁾	I	See Footnote⁽²⁾
Series C-2 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	540,265	⁽¹⁾	I	See Footnote⁽²⁾
Series C-3 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	500,932	⁽¹⁾	I	See Footnote⁽²⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	358,878	⁽¹⁾	I	See Footnote⁽²⁾

1. Name and Address of Reporting Person^*

5AM Ventures V, L.P.

(Last)

(First)

(Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO

94107

(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^*

5AM Partners V, LLC

(Last)

(First)

(Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO

94107

(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^*

PARMAR KUSH

(Last)

(First)

(Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO

94107

(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^*

ROCKLAGE SCOTT M

(Last)

(First)

(Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO

94107

(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^*

Schwab Andrew J.

(Last)

(First)

(Middle)

501 2ND STREET, SUITE 350

(Street)

SAN FRANCISCO

94107

(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 shares of the issuer's Series C-1 Preferred Stock, Series C-2 Preferred Stock, Series C-3 Preferred Stock and Series D 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 have no expiration date.

2. The shares are directly held by 5AM Ventures V, L.P. ("Ventures V"). 5AM Partners V, LLC ("Partners V") is the sole general partner of Ventures V. Andrew J. Schwab, Dr. Scott M. Rocklage and Dr. Kush Parmar are the managing members of Partners V and may be deemed to have shared voting and investment power over the shares beneficially owned by Ventures V. Each of Partners V, Mr. Schwab, Dr. Rocklage and Dr. Parmar disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.

Remarks:

	5AM Ventures V, L.P., By: 5AM Partners V, LLC, its General Partner, By /s/ Scott M. Rocklage, Managing Member	04/22/2021
	5AM Partners V, LLC, By /s/ Scott M. Rocklage, Managing Member	04/22/2021
	/s/ Kush Parmar	04/22/2021
	/s/ Scott M. Rocklage	04/22/2021
	/s/ Andrew J. Schwab	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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