SEC Form 4 · accession 0001209191-16-133992
IMPINJ INC · PI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owners
Steven Lazarus
10% Owner
ARCH VENTURE FUND V LP
10% Owner
ARCH V ENTREPRENEURS FUND LP
10% Owner
Keith Crandell
10% Owner
Robert Nelsen
10% Owner
ARCH VENTURE PARTNERS V LP
10% Owner
ARCH VENTURE PARTNERS V LLC
10% Owner
Period of report
Jul 26, 2016
Accepted (ET)
Jul 26, 2016 · 7:51 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001114995
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3,F4 | Jul 26, 2016 | C | 820,935 | $0.00 | A | 820,935 | D | |
| Common StockF6,F3,F4 | Jul 26, 2016 | C | 527,088 | $0.00 | A | 1,348,023 | D | |
| Common StockF8,F3,F4 | Jul 26, 2016 | X | 40,026 | $9.32 | A | 1,388,049 | D | |
| Common StockF9,F3,F4 | Jul 26, 2016 | F | 26,641 | $14.00 | D | 1,361,408 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series 1 Preferred StockF10,F1 | — | Jul 26, 2016 | C | 820,935 | D | — | — | Common Stock | 820,935 | 0 | D |
| Series 2 Preferred StockF10,F5 | — | Jul 26, 2016 | C | 421,684 | D | — | — | Common Stock | 421,684 | 0 | D |
| Series 2 Preferred Warrant (Right to Buy)F10,F5 | $9.32 | Jul 26, 2016 | X | 32,022 | D | — | Jun 30, 2017 | Common Stock | 32,022 | 0 | D |
Explanation of responses
- F1Each share of Series 1 Preferred Stock automatically converted into one share of Common Stock immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
- F10Not applicable.
- F2815,666 of these shares are held of record by ARCH Venture Fund V, L.P.; and 5,269 of these shares are held of record by ARCH V Entrepreneurs Fund, L.P.
- F3ARCH Venture Partners V, L.P., as the sole general partner of ARCH Venture Fund V, L.P. and ARCH V Entrepreneurs Fund, L.P., may be deemed to beneficially own certain of the shares held of record by ARCH Venture Fund V, L.P. and ARCH V Entrepreneurs Fund, L.P., but disclaims beneficial ownership of such shares, in which it does not have an actual pecuniary interest. ARCH Venture Partners V, LLC, as the sole general partner of ARCH Venture Partners V, L.P., may be deemed to beneficially own certain of the shares held of record by ARCH Venture Fund V, L.P. and ARCH V Entrepreneurs Fund, L.P. but disclaims beneficial ownership of such shares, in which it does not have an actual pecuniary interest.
- F4Robert Nelsen, Keith Crandell and Steven Lazarus are managing directors of ARCH Venture Partners V, LLC, and may be deemed to beneficially own certain of the shares held of record by ARCH Venture Fund V, L.P. and ARCH V Entrepreneurs Fund, L.P. Mr. Nelsen, Mr. Crandell and Mr. Lazarus disclaim beneficial ownership of all shares held of record by ARCH Venture Fund V, L.P. and ARCH V Entrepreneurs Fund, L.P., in which they do not have an actual pecuniary interest. By virtue of their relationship as affiliated entities who have overlapping general partners and managing directors, ARCH Venture Fund V, L.P., ARCH V Entrepreneurs Fund, L.P., ARCH Venture Partners V, L.P., ARCH Venture Partners V, LLC and Mr. Crandell, Mr. Nelsen and Mr. Lazarus may be deemed to share the voting and investment control of the record shares.
- F5Each share of Series 2 Preferred Stock automatically converted into 1.24996780424983 shares of Common Stock immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
- F61,339,228 of these shares are held of record by ARCH Venture Fund V, L.P.; and 8,795 of these shares are held of record by ARCH V Entrepreneurs Fund, L.P.
- F7The warrant was automatically net exercised immediately prior to the completion of the Issuer's initial public offering of Common Stock.
- F81,378,987 of these shares are held of record by ARCH Venture Fund V, L.P.; and 9,062 of these shares are held of record by ARCH V Entrepreneurs Fund, L.P.
- F91,352,524 of these shares are held of record by ARCH Venture Fund V, L.P.; and 8,884 of these shares are held of record by ARCH V Entrepreneurs Fund, L.P.