SEC FORM 3/A

SEC FORM 3/A 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^*

PARKER H STEWART

(Last)

(First)

(Middle)

C/O IMPEL NEUROPHARMA, INC.

201 ELLIOTT AVE. W, ST. 260

(Street)

SEATTLE

98119

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
04/22/2021

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)

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 A-2 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	7,355	⁽¹⁾	D
Series C-1 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	8,793	⁽²⁾	D

Explanation of Responses:

1. The shares of the issuer's Series A-2 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 has no expiration date.

2. The shares of the issuer's Series C-1 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 IPO, and has no expiration date.

Remarks:

This amended Form 3 is being filed to report the omission of the Series A-2 preferred stock warrant and the Series C-1 preferred stock warrant reported on Table II in the Form 3 filed on April 22, 2021 as the warrants were exercised prior to the filing of the Form 3, and to increase the number of shares underlying the derivative security to reflect the earlier exercise of each respective warrant.

	/s/ John Leaman, M.D. as attorney-in-fact	06/22/2021
	** 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).
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.

SEC Form 3 filed by PARKER H STEWART (Amendment)