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^*

Amin Rajiv

(Last)

(First)

(Middle)

C/O IMPEL PHARMACEUTICALS INC.

201 ELLIOTT AVE W, STE. 260

(Street)

SEATTLE

98119

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/10/2023

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Controller & Interim CFO

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)
No securities beneficially held	0	D

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)
Stock Option (right to buy)	⁽¹⁾	07/14/2031⁽¹⁾	Common Stock	15,500	$10.02	D
Stock Option (right to buy)	⁽²⁾	07/19/2031⁽²⁾	Common Stock	10,000	$12.16	D
Stock Option (right to buy)	⁽³⁾	01/25/2032	Common Stock	7,500	$9.85	D
Stock Option (right to buy)	⁽⁴⁾	02/13/2033	Common Stock	12,000	$2.29	D

Explanation of Responses:

1. The option vests as to 25% of the total shares on July 13, 2022, then 2.0833% of the total shares vest monthly thereafter, with 100% of the total shares vested and exercisable on July 13, 2025, subject to the reporting person's provision of service to the issuer on each vesting date.

2. The option vests as to 2.0833% of the total shares on August 22, 2021 and then 2.0833% of the total shares vests monthly thereafter, with 100% of the total shares vested and exercisable on July 22, 2025, subject to the reporting person's provision of service to the issuer on each vesting date.

3. The option vests as to 2.0833% of the total shares on February 26, 2022 and then 2.0833% of the total shares vests monthly thereafter, with 100% of the total shares vested and exercisable on January 26, 2026, subject to the reporting person's provision of service to the issuer on each vesting date.

4. The option vests as to 2.0833% of the total shares on March 14, 2023 and then 2.0833% of the total shares vests monthly thereafter, with 100% of the total shares vested and exercisable on February 14, 2027, subject to the reporting person's provision of service to the issuer on each vesting date.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Adrian Adams as attorney-in-fact	03/10/2023
	** 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.