Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
|
|
|
|
UNITED STATES |
|
|
SECURITIES AND EXCHANGE COMMISSION |
|
|
Washington, D.C. 20549 |
|
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Impel Neuropharma, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
45258K109
(CUSIP Number)
April 27, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
x |
Rule 13d-1(c) |
o |
Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 45258K109 | |||||
| |||||
|
1. |
Names of Reporting Persons | |||
| |||||
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
x (1) | ||
| |||||
|
3. |
SEC Use Only | |||
| |||||
|
4. |
Citizenship or Place of Organization | |||
|
|
| |||
Number of |
5. |
Sole Voting Power | |||
| |||||
6. |
Shared Voting Power | ||||
| |||||
7. |
Sole Dispositive Power | ||||
| |||||
8. |
Shared Dispositive Power | ||||
| |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
11. |
Percent of Class Represented by Amount in Row (9) | |||
| |||||
|
12. |
Type of Reporting Person (See Instructions) | |||
(1) This Schedule 13G is filed by 5AM Ventures V, L.P., a Delaware limited partnership (Ventures V), 5AM Partners V, LLC, a Delaware limited liability company (Partners V), 5AM Opportunities I, L.P., a Delaware limited partnership (Opportunities), 5AM Opportunities I (GP), LLC, a Delaware limited liability company (Opportunities GP), Andrew J. Schwab (Schwab), Dr. Kush Parmar (Parmar) and Dr. Scott M. Rocklage (Rocklage) and together with Ventures V, Partners V, Opportunities, Opportunities GP, Schwab and Parmar, collectively, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Partners V serves as the sole general partner of Ventures V. Schwab, Parmar and Rocklage are managing members of Partners V and share voting and dispositive power over the shares held by Ventures V. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of April 27, 2021.
(3) This percentage is calculated based on 19,422,929 shares of Common Stock outstanding as of as of April 27, 2021 upon the closing of the Issuers initial public offering, as reported in the Issuers prospectus (the Prospectus) filed with the Securities and Exchange Commission (the SEC) on April 23, 2021 pursuant to Rule 424(b)(1) of the Securities Act of 1933, as amended.
CUSIP No. 45258K109 | |||||
| |||||
|
1. |
Names of Reporting Persons | |||
| |||||
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
x (1) | ||
| |||||
|
3. |
SEC Use Only | |||
| |||||
|
4. |
Citizenship or Place of Organization | |||
|
|
| |||
Number of |
5. |
Sole Voting Power | |||
| |||||
6. |
Shared Voting Power | ||||
| |||||
7. |
Sole Dispositive Power | ||||
| |||||
8. |
Shared Dispositive Power | ||||
| |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
11. |
Percent of Class Represented by Amount in Row (9) | |||
| |||||
|
12. |
Type of Reporting Person (See Instructions) | |||
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes 2,309,791 shares of Common Stock held by Ventures V. Partners V serves as the sole general partner of Ventures V. Schwab, Parmar and Rocklage are managing members of Partners V and share voting and dispositive power over the shares held by Ventures V. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of April 27, 2021.
(3) This percentage is calculated based on 19,422,929 shares of Common Stock outstanding as of as of April 27, 2021 upon the closing of the Issuers initial public offering, as reported in the Issuers prospectus (the Prospectus) filed with the SEC on April 23, 2021 pursuant to Rule 424(b)(1) of the Securities Act of 1933, as amended.
CUSIP No. 45258K109 | |||||
| |||||
|
1. |
Names of Reporting Persons | |||
| |||||
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
x (1) | ||
| |||||
|
3. |
SEC Use Only | |||
| |||||
|
4. |
Citizenship or Place of Organization | |||
|
|
| |||
Number of |
5. |
Sole Voting Power | |||
| |||||
6. |
Shared Voting Power | ||||
| |||||
7. |
Sole Dispositive Power | ||||
| |||||
8. |
Shared Dispositive Power | ||||
| |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
11. |
Percent of Class Represented by Amount in Row (9) | |||
| |||||
|
12. |
Type of Reporting Person (See Instructions) | |||
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Opportunities GP serves as the sole general partner of Opportunities. Schwab and Parmar are managing members of Opportunities GP and share voting and dispositive power over the shares held by Opportunities. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of April 27, 2021.
(3) This percentage is calculated based on 19,422,929 shares of Common Stock outstanding as of as of April 27, 2021 upon the closing of the Issuers initial public offering, as reported in the Issuers prospectus (the Prospectus) filed with the SEC on April 23, 2021 pursuant to Rule 424(b)(1) of the Securities Act of 1933, as amended.
CUSIP No. 45258K109 | |||||
| |||||
|
1. |
Names of Reporting Persons | |||
| |||||
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
x (1) | ||
| |||||
|
3. |
SEC Use Only | |||
| |||||
|
4. |
Citizenship or Place of Organization | |||
|
|
| |||
Number of |
5. |
Sole Voting Power | |||
| |||||
6. |
Shared Voting Power | ||||
| |||||
7. |
Sole Dispositive Power | ||||
| |||||
8. |
Shared Dispositive Power | ||||
| |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
11. |
Percent of Class Represented by Amount in Row (9) | |||
| |||||
|
12. |
Type of Reporting Person (See Instructions) | |||
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes 575,000 shares of Common Stock held by Opportunities. Opportunities GP serves as the sole general partner of Opportunities. Schwab and Parmar are managing members of Opportunities GP and share voting and dispositive power over the shares held by Opportunities. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of April 27, 2021.
(3) This percentage is calculated based on 19,422,929 shares of Common Stock outstanding as of as of April 27, 2021 upon the closing of the Issuers initial public offering, as reported in the Issuers prospectus (the Prospectus) filed with the SEC on April 23, 2021 pursuant to Rule 424(b)(1) of the Securities Act of 1933, as amended.
CUSIP No. 45258K109 | |||||
| |||||
|
1. |
Names of Reporting Persons | |||
| |||||
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
x (1) | ||
| |||||
|
3. |
SEC Use Only | |||
| |||||
|
4. |
Citizenship or Place of Organization | |||
|
|
| |||
Number of |
5. |
Sole Voting Power | |||
| |||||
6. |
Shared Voting Power | ||||
| |||||
7. |
Sole Dispositive Power | ||||
| |||||
8. |
Shared Dispositive Power | ||||
| |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
11. |
Percent of Class Represented by Amount in Row (9) | |||
| |||||
|
12. |
Type of Reporting Person (See Instructions) | |||
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes 2,309,791 shares of Common Stock held by Ventures V and 575,000 shares of Common Stock held by Opportunities. Partners V serves as the sole general partner of Ventures V. Schwab, Parmar and Rocklage are managing members of Partners V and share voting and dispositive power over the shares held by Ventures V. Opportunities GP serves as the sole general partner of Opportunities. Schwab and Parmar are managing members of Opportunities GP and share voting and dispositive power over the shares held by Opportunities. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of April 27, 2021.
(3) This percentage is calculated based on 19,422,929 shares of Common Stock outstanding as of as of April 27, 2021 upon the closing of the Issuers initial public offering, as reported in the Issuers prospectus (the Prospectus) filed with the SEC on April 23, 2021 pursuant to Rule 424(b)(1) of the Securities Act of 1933, as amended.
CUSIP No. 45258K109 | |||||
| |||||
|
1. |
Names of Reporting Persons | |||
| |||||
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
x (1) | ||
| |||||
|
3. |
SEC Use Only | |||
| |||||
|
4. |
Citizenship or Place of Organization | |||
|
|
| |||
Number of |
5. |
Sole Voting Power | |||
| |||||
6. |
Shared Voting Power | ||||
| |||||
7. |
Sole Dispositive Power | ||||
| |||||
8. |
Shared Dispositive Power | ||||
| |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
11. |
Percent of Class Represented by Amount in Row (9) | |||
| |||||
|
12. |
Type of Reporting Person (See Instructions) | |||
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes 2,309,791 shares of Common Stock held by Ventures V and 575,000 shares of Common Stock held by Opportunities. Partners V serves as the sole general partner of Ventures V. Schwab, Parmar and Rocklage are managing members of Partners V and share voting and dispositive power over the shares held by Ventures V. Opportunities GP serves as the sole general partner of Opportunities. Schwab and Parmar are managing members of Opportunities GP and share voting and dispositive power over the shares held by Opportunities. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of April 27, 2021.
(3) This percentage is calculated based on 19,422,929 shares of Common Stock outstanding as of as of April 27, 2021 upon the closing of the Issuers initial public offering, as reported in the Issuers prospectus (the Prospectus) filed with the SEC on April 23, 2021 pursuant to Rule 424(b)(1) of the Securities Act of 1933, as amended.
CUSIP No. 45258K109 | |||||
| |||||
|
1. |
Names of Reporting Persons | |||
| |||||
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
x (1) | ||
| |||||
|
3. |
SEC Use Only | |||
| |||||
|
4. |
Citizenship or Place of Organization | |||
|
|
| |||
Number of |
5. |
Sole Voting Power | |||
| |||||
6. |
Shared Voting Power | ||||
| |||||
7. |
Sole Dispositive Power | ||||
| |||||
8. |
Shared Dispositive Power | ||||
| |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
| |||||
|
11. |
Percent of Class Represented by Amount in Row (9) | |||
| |||||
|
12. |
Type of Reporting Person (See Instructions) | |||
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.
(2) Includes 2,309,791 shares of Common Stock held by Ventures V. Partners V serves as the sole general partner of Ventures V. Schwab, Parmar and Rocklage are managing members of Partners V and share voting and dispositive power over the shares held by Ventures V. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of April 27, 2021.
(3) This percentage is calculated based on 19,422,929 shares of Common Stock outstanding as of as of April 27, 2021 upon the closing of the Issuers initial public offering, as reported in the Issuers prospectus (the Prospectus) filed with the SEC on April 23, 2021 pursuant to Rule 424(b)(1) of the Securities Act of 1933, as amended.
Item 1. | |||||
|
(a) |
Name of Issuer | |||
|
(b) |
Address of Issuers Principal Executive Offices Suite 260 Seattle, WA 98119 | |||
| |||||
Item 2. | |||||
|
(a) |
Name of Person Filing 5AM Partners V, LLC (Partners V) 5AM Opportunities I, L.P. (Opportunites) 5AM Opportunities I (GP), LLC (Opportunities GP) Andrew J. Schwab (Schwab) Dr. Kush Parmar (Parmar) Dr. Scott M. Rocklage (Rocklage) | |||
|
(b) |
Address of Principal Business Office or, if none, Residence 501 Second Street, Suite 350 San Francisco, CA 94107 | |||
|
(c) |
Citizenship | |||
|
|
Entities: |
5AM Ventures V, L.P. |
- |
Delaware |
|
|
|
5AM Partners V, LLC |
- |
Delaware |
|
|
|
5AM Opportunities I, L.P. |
- |
Delaware |
|
|
|
5AM Opportunities I (GP), LLC |
- |
Delaware |
|
|
|
|
|
|
|
|
Individuals: |
Schwab |
- |
United States of America |
|
|
|
Parmar |
- |
United States of America |
|
|
|
Rocklage |
- |
United States of America |
|
(d) |
Title of Class of Securities | |||
|
(e) |
CUSIP Number | |||
| |||||
Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||||
|
| ||||
|
Not applicable. |
Item 4. |
Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
Reporting Persons |
|
Shares Held |
|
Sole |
|
Shared |
|
Sole |
|
Shared |
|
Beneficial |
|
Percentage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ventures V (1) (2) |
|
2,309,791 |
|
|
|
2,309,791 |
|
|
|
2,309,791 |
|
2,309,791 |
|
11.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Partners V (1) (2) |
|
|
|
|
|
2,309,791 |
|
|
|
2,309,791 |
|
2,309,791 |
|
11.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Opportunities (3) (4) |
|
575,000 |
|
|
|
575,000 |
|
|
|
575,000 |
|
575,000 |
|
3.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Opportunities GP (3) (4) |
|
|
|
|
|
575,000 |
|
|
|
575,000 |
|
575,000 |
|
3.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Schwab (1) (2) (3) (4) |
|
|
|
|
|
2,884,791 |
|
|
|
2,884,791 |
|
2,884,791 |
|
14.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parmar (1) (2) (3) (4) |
|
|
|
|
|
2,884,791 |
|
|
|
2,884,791 |
|
2,884,791 |
|
14.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rocklage (1) (2) |
|
|
|
|
|
2,309,791 |
|
|
|
2,309,791 |
|
2,309,791 |
|
11.9 |
% |
(1) Includes 2,309,791 shares of Common Stock held by Ventures V.
(2) Partners V serves as the sole general partner of Ventures V. Schwab, Parmar and Rocklage are managing members of Partners V and share voting and dispositive power over the shares held by Ventures V.
(3) Includes 575,000 shares of Common Stock held by Opportunities.
(4) Opportunities GP serves as the sole general partner of Opportunities. Schwab and Parmar are managing members of Opportunities GP and share voting and dispositive power over the shares held by Opportunities.
(5) This percentage is calculated based on 19,422,929 shares of Common Stock outstanding as of as of April 27, 2021 upon the closing of the Issuers initial public offering, as reported in the Issuers prospectus (the Prospectus) filed with the SEC on April 23, 2021 pursuant to Rule 424(b)(1) of the Securities Act of 1933, as amended.
Item 5. |
Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o. | |
| |
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
|
|
|
Not applicable. |
| |
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
|
|
|
Not applicable. |
| |
Item 8. |
Identification and Classification of Members of the Group |
|
|
|
Not applicable. |
| |
Item 9. |
Notice of Dissolution of Group |
|
|
|
Not applicable. |
Item 10. |
Certification |
|
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.
|
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 7, 2021
5AM Ventures V, L.P. |
|
5AM Partners V, LLC | ||
|
|
| ||
By: |
5AM Partners V, LLC |
|
| |
its |
General Partner |
|
| |
|
|
| ||
By: |
/s/ Andrew J. Schwab |
|
By: |
/s/ Andrew J. Schwab |
|
Name: Andrew J. Schwab |
|
|
Name: Andrew J. Schwab |
|
Title: Managing Member |
|
|
Title: Managing Member |
|
|
|
| |
|
|
|
| |
5AM Opportunities I, L.P. |
|
5AM Opportunities I (GP), LLC | ||
|
|
|
| |
By: |
5AM Opportunities I (GP),LLC |
|
|
|
its |
General Partner |
|
|
|
|
|
|
| |
By: |
/s/ Andrew J. Schwab |
|
By: |
/s/ Andrew J. Schwab |
|
Name: Andrew J. Schwab |
|
|
Name: Andrew J. Schwab |
|
Title: Managing Member |
|
|
Title: Managing Member |
|
|
|
|
|
|
|
|
|
|
|
/s/ Andrew J. Schwab |
|
|
/s/ Dr. Scott M. Rocklage |
|
Andrew J. Schwab |
|
|
Dr. Scott M. Rocklage |
|
|
|
|
|
|
/s/ Dr. Kush Parmar |
|
|
|
|
Dr. Dr. Kush Parmar |
|
|
|
|
ATTENTION |
|
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
EXHIBIT A
JOINT FILING STATEMENT
We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the
Common Stock of Impel Neuropharma Inc. is filed on behalf of each of us.
Dated: May 7, 2021
5AM Ventures V, L.P. |
|
5AM Partners V, LLC | ||
|
|
| ||
By: |
5AM Partners V, LLC |
|
| |
its |
General Partner |
|
| |
|
|
| ||
By: |
/s/ Andrew J. Schwab |
|
By: |
/s/ Andrew J. Schwab |
|
Name: Andrew J. Schwab |
|
|
Name: Andrew J. Schwab |
|
Title: Managing Member |
|
|
Title: Managing Member |
|
|
|
| |
|
|
|
| |
5AM Opportunities I, L.P. |
|
5AM Opportunities I (GP), LLC | ||
|
|
|
| |
By: |
5AM Opportunities I (GP),LLC |
|
|
|
its |
General Partner |
|
|
|
|
|
|
| |
By: |
/s/ Andrew J. Schwab |
|
By: |
/s/ Andrew J. Schwab |
|
Name: Andrew J. Schwab |
|
|
Name: Andrew J. Schwab |
|
Title: Managing Member |
|
|
Title: Managing Member |
|
|
|
|
|
|
|
|
|
|
|
/s/ Andrew J. Schwab |
|
|
/s/ Dr. Scott M. Rocklage |
|
Andrew J. Schwab |
|
|
Dr. Scott M. Rocklage |
|
|
|
|
|
|
/s/ Dr. Kush Parmar |
|
|
|
|
Dr. Dr. Kush Parmar |
|
|
|