SEC Form 4/A · accession 0001209191-16-139232

IMPINJ INC · PI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

This is an amendment (Form 4/A). It replaces an earlier filing for the same period.

Reporting owner

Tom A Alberg

Director

Period of report

Jul 26, 2016

Accepted (ET)

Aug 30, 2016 · 9:50 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 Stock^F2,F3	Jul 26, 2016	C	672,895	$0.00	A	672,895	I	See footnote
Common Stock^F5,F3	Jul 26, 2016	C	515,236	$0.00	A	1,188,131	I	See footnote
Common Stock^F7,F3	Jul 26, 2016	X	37,026	$7.46	A	1,225,157	I	See footnote
Common Stock^F8,F3	Jul 26, 2016	F	19,720	$14.00	D	1,205,437	I	See footnote
Common Stock	Jul 26, 2016	P	35,714	$14.00	A	35,714	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series 1 Preferred Stock^F1	$0.00	Jul 26, 2016	C	672,895	D	—	—	Common Stock	672,895	I
Series 2 Preferred Stock^F4	$0.00	Jul 26, 2016	C	412,203	D	—	—	Common Stock	412,203	I
Series 2 Preferred Warrant (Right to Buy)^F4	$9.32	Jul 26, 2016	X	29,623	D	—	Jun 30, 2017	Common Stock	29,623	I

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.
F272,531 of these shares are held of record by Madrona Managing Director Fund, LLC; 541,350 of these shares are held of record by Madrona Venture Fund I-A, L.P.; and 59,014 of these shares are held of record by Madrona Venture Fund I-B, L.P.
F3Madrona Investment Partners, LLC, as the sole general partner of Madrona Venture Fund I-A, L.P. and Madrona Venture Fund I-B, L.P., may be deemed to beneficially own certain of the shares held of record by Madrona Venture Fund I-A, L.P. and Madrona Venture Fund I-B, L.P. but disclaims beneficial ownership of such shares in which it does not have an actual pecuniary interest. Tom A. Alberg, a member of the board of directors, disclaims beneficial ownership of all shares held of record by Madrona Managing Director Fund, LLC, Madrona Venture Fund I-A, L.P. and Madrona Venture Fund I-B, L.P., in which he does not have an actual pecuniary interest. By virtue of their relationship as affiliated entities who have overlapping general partners and managing directors, Madrona Managing Director Fund, LLC, Madrona Venture Fund I-A, L.P., Madrona Venture Fund I-B, L.P., Madrona Investment Partners, LLC and Mr. Alberg may be deemed to share voting and investment control of the record shares.
F4Each 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.
F5128,039 of these shares are held of record by Madrona Managing Director Fund, LLC; 955,957 of these shares are held of record by Madrona Venture Fund I-A, L.P.; and 104,135 of these shares are held of record by Madrona Venture Fund I-B, L.P.
F6The warrant was automatically net exercised immediately prior to the completion of the Issuer's initial public offering of Common Stock.
F7132,027 of these shares are held of record by Madrona Managing Director Fund, LLC; 985,753 of these shares are held of record by Madrona Venture Fund I-A, L.P.; and 107,377 of these shares are held of record by Madrona Venture Fund I-B, L.P.
F8129,902 of these shares are held of record by Madrona Managing Director Fund, LLC; 969,886 of these shares are held of record by Madrona Venture Fund I-A, L.P.; and 105,649 of these shares are held of record by Madrona Venture Fund I-B, L.P.