SEC Form SC 13D filed by Impel Pharmaceuticals Inc.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

(1)	The reported securities represent 14,641 shares of common stock of the Issuer (“Common Stock”) issuable upon the exercise of currently exercisable Warrants (as defined below) directly held by the Reporting Person.

(2)

Calculations of percentage ownership are based on a total of 25,084,886 shares of Common Stock, calculated based on the sum of (i) 23,749,005 shares of Common Stock issued and outstanding as of August 14, 2023, as reported by the Issuer in its Form 10-Q filed with the SEC on August 18, 2023, and (ii) 1,335,881 shares of Common Stock issuable upon full exercise of the Warrants beneficially owned by the Reporting Persons.

1	NAMES OF REPORTING PERSONS
	Oaktree-TBMR Strategic Credit Fund F, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			11,155 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			11,155 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,155 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.04% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	Brookfield Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Ontario, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			127,376 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			127,376 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	127,376 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.51% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

Item 1.

Security and Issuer.

Item 2.

Identity and Background.

1)

Oaktree-TCDRS Strategic Credit, LLC, a Delaware limited liability company;

2)

Oaktree-Forrest Multi-Strategy, LLC, a Maryland limited liability company;

3)

Oaktree-TBMR Strategic Credit Fund C, LLC, a Delaware limited liability company;

4)

Oaktree-TBMR Strategic Credit Fund F, LLC, a Delaware limited liability company;

5)

Oaktree-TBMR Strategic Credit Fund G, LLC, a Delaware limited liability company;

6)

Oaktree-TSE 16 Strategic Credit, LLC, a Delaware limited liability company;

7)

INPRS Strategic Credit Holdings, LLC, a Delaware limited liability company;

8)

Oaktree Gilead Investment Fund AIF (Delaware), L.P., a Delaware limited partnership;

9)

Oaktree Specialty Lending Corporation, a Delaware corporation;

10)

Oaktree Strategic Credit Fund, a Delaware statutory trust;

11)

Oaktree GCP Fund Delaware Holdings, L.P., a Delaware limited partnership,;

12)

Oaktree Diversified Income Fund Inc., a Delaware corporation;

13)

Oaktree AZ Strategic Lending Fund, L.P., a Delaware limited partnership;

14)

Oaktree Loan Acquisition Fund, L.P., a Delaware limited partnership;

15)

Oaktree LSL Fund Holdings EURRC S.à r.l., private limited liability company (société à responsabilité limitée) with registered office at 26A, Boulevard Royal, L-2449 Luxembourg, registered with the Luxembourg Trade and Companies Register under number B269245;

16)

Oaktree LSL Fund Delaware Holdings EURRC, L.P., a Delaware limited partnership;

17)

Oaktree PRE Life Sciences Fund, L.P., a Delaware limited partnership (together with the sixteen Reporting Persons listed above, the “Oaktree Holders”);

18)

Oaktree Capital Group, LLC, a Delaware limited liability company;

19)

Atlas OCM Holdings, LLC, a Delaware limited liability company (together with the Oaktree Capital Group, LLC and the Oaktree Holders, the “Oaktree Parties”);

20)

Brookfield Corporation, an Ontario corporation;

21)

BAM Partners Trust, a trust formed under the laws of Ontario; and

22)

Brookfield Asset Management ULC, a British Columbia corporation (together with Brookfield Corporation and BAM Partners Trust, the “Brookfield Parties”).

Item 3.

Source and Amount of Funds or Other Consideration.

Item 4.

Purpose of Transaction

Item 5.

Interest in Securities of the Issuer.

Item 6.

Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer.

Item 7.

Material to be Filed as Exhibits.

Exhibit 1

Joint Filing Agreement, by and among the Reporting Persons, dated as of September 15, 2023.

Exhibit 2

Second Amendment to Credit Agreement dated September 5, 2023 (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on September 7, 2023).

Exhibit 3

Form of Warrant (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed on September 7, 2023).

DATED: September 15, 2023
	Oaktree-TCDRS Strategic Credit, LLC
	By:	Oaktree Capital Management, L.P.
	Its:	Manager
	By:	/s/ Henry Orren
		Name:	Henry Orren
		Title:	Senior Vice President
	Oaktree-Forrest Multi-Strategy, LLC
	By:	Oaktree Capital Management, L.P.
	Its:	Manager
	By:	/s/ Henry Orren
		Name:	Henry Orren
		Title:	Senior Vice President
	Oaktree-TBMR Strategic Credit Fund C, LLC
	By:	Oaktree Capital Management, L.P.
	Its:	Manager
	By:	/s/ Henry Orren
		Name:	Henry Orren
		Title:	Senior Vice President

	Oaktree-TBMR Strategic Credit Fund F, LLC
	By:	Oaktree Capital Management, L.P.
	Its:	Manager
	By:	/s/ Henry Orren
		Name:	Henry Orren
		Title:	Senior Vice President
	Oaktree-TBMR Strategic Credit Fund G, LLC
	By:	Oaktree Capital Management, L.P.
		Its: Manager
	By:	/s/ Henry Orren
		Name:	Henry Orren
		Title:	Senior Vice President
	Oaktree-TSE 16 Strategic Credit, LLC
	By:	Oaktree Capital Management, L.P.
	Its:	Manager
	By:	/s/ Henry Orren
		Name:	Henry Orren
		Title:	Senior Vice President
	INPRS Strategic Credit Holdings, LLC

	By:	Oaktree Capital Management, L.P.
	Its:	Manager
	By:	/s/ Henry Orren
		Name:	Henry Orren
		Title:	Senior Vice President
	Oaktree Gilead Investment Fund AIF (Delaware), L.P.
	By:	Oaktree Fund AIF Series, L.P. – Series T
	Its:	General Partner
	By:	Oaktree Fund GP AIF, LLC
	Its:	Managing Member
	By:	Oaktree Fund GP III, L.P.
	Its:	Managing Member
	By:	/s/ Henry Orren
		Name:	Henry Orren
		Title:	Authorized Signatory
	Oaktree Specialty Lending Corporation
	By:	Oaktree Fund Advisors, LLC
	Its:	Investment Adviser
	By:	/s/ Henry Orren
		Name:	Henry Orren
		Title:	Senior Vice President
	Oaktree Strategic Credit Fund
	By:	Oaktree Fund Advisors, LLC
	Its:	Investment Adviser

	By:	/s/ Henry Orren
		Name:	Henry Orren
		Title:	Senior Vice President
	Oaktree GCP Fund Delaware Holdings, L.P.
	By:	Oaktree Global Credit Plus Fund GP, L.P.
	Its:	General Partner
	By:	Oaktree Global Credit Plus Fund GP Ltd.
	Its:	General Partner
	By:	Oaktree Capital Management, L.P.
	Its:	Director
	By:	/s/ Henry Orren
		Name:	Henry Orren
		Title:	Senior Vice President
	Oaktree Diversified Income Fund, Inc.
	By:	Oaktree Fund Advisers, LLC
	Its:	Investment Adviser
	By:	/s/ Henry Orren
		Name:	Henry Orren
		Title:	Senior Vice President
	Oaktree AZ Strategic Lending Fund, L.P.
	By:	Oaktree AZ Strategic Lending Fund GP, L.P.
	Its:	General Partner
	By:	Oaktree Fund GP IIA, LLC
	Its:	General Partner
	By:	Oaktree Fund GP II, L.P.
	Its:	Managing Member

	By:	/s/ Henry Orren
		Name:	Henry Orren
		Title:	Authorized Signatory
	Oaktree Loan Acquisition Fund, L.P.
	By:	Oaktree Fund GP IIA, LLC
	Its:	General Partner
	By:	Oaktree Fund GP II, L.P.
	Its:	Managing Member
	By:	/s/ Henry Orren
		Name:	Henry Orren
		Title:	Authorized Signatory
	Oaktree LSL Fund Holdings EURRC S.à r.l.
	By:	/s/ Martin Eckel
		Name:	Martin Eckel
		Title:	Manager
	Oaktree LSL Fund Delaware Holdings EURRC, L.P.
	By:	Oaktree Life Sciences Lending Fund GP, L.P.
	Its:	General Partner
	By:	Oaktree Life Sciences Lending Fund GP Ltd.
	Its:	General Partner
	By:	Oaktree Capital Management, L.P.
	Its:	Director
	By:	/s/ Henry Orren
		Name:	Henry Orren
		Title:	Senior Vice President

	Oaktree PRE Life Sciences, L.P.
	By:	Oaktree PRE Life Sciences Fund GP, L.P.
	Its:	General Partner
	By:	Oaktree Fund GP IIA, LLC
	Its:	General Partner
	By:	Oaktree Fund GP II, L.P.
	Its:	Managing Member
	By:	/s/ Henry Orren
		Name:	Henry Orren
		Title:	Authorized Signatory
	Oaktree Capital Group, LLC
	By:	/s/ Henry Orren
		Name:	Henry Orren
		Title:	Senior Vice President
	Atlas OCM Holdings, LLC
	By:	/s/ Henry Orren
		Name:	Henry Orren
		Title:	Senior Vice President
	Brookfield Corporation
	By:	/s/ Swati Mandava
		Name:	Swati Mandava
		Title:	Managing Director, Legal & Regulatory
	BAM Partners Trust

	By:	BAM Class B Partners Inc.
	Its:	Trustee
	By:	/s/ Kathy Sarpash
		Name:	Kathy Sarpash
		Title:	Secretary
	Brookfield Asset Management ULC
	By:	/s/ Kathy Sarpash
		Name:	Kathy Sarpash
		Title:	Managing Director, Legal & Regulatory

Name		Principal Occupation
Howard S. Marks		Co-Chairman and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Co- Chairman of Oaktree Capital Management, L.P.
Bruce A. Karsh		Co-Chairman, Chief Investment Officer and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Co-Chairman and Chief Investment Officer of Oaktree Capital Management, L.P.
Jay S. Wintrob		Chief Executive Officer and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Chief Executive Officer of Oaktree Capital Management, L.P.
John B. Frank		Vice Chairman and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Vice Chairman of Oaktree Capital Management, L.P.
Sheldon M. Stone		Principal and Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Principal of Oaktree Capital Management, L.P.
Justin B. Beber		Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, Chief Administrative Officer and General Counsel for Brookfield Asset Management Ltd.
Bruce Flatt		Director of Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC, and Chief Executive Officer of Brookfield Corporation and Brookfield Asset Management Ltd.
D. Richard Masson		Owner and general manager of Golden Age Farm, LLC
Mama C. Whittington		Retired
Steven J. Gilbert		Founder and Chairman of the Board of Gilbert Global Equity Partners, L.P.
Daniel D. Levin		Chief Financial Officer of Oaktree Capital Group, LLC and Chief Financial Officer of Oaktree Capital Management, L.P.
Todd E. Molz		General Counsel, Chief Administrative Officer and Secretary of Oaktree Capital Group, LLC and General Counsel and Chief Administrative Officer of Oaktree Capital Management, L.P.

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
M. Elyse Allan, Director		181 Bay Street, Suite 100, Torontor, Ontario M5J 2T3, Canada		Corporate Director		Canada and U.S.A.
Jeffrey M. Blidner, Director and Vice Chair		181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada		Vice Chair, Brookfield Corporation		Canada

Angela F. Braly, Director		250 Vesey Street, 15th Fl New York, NY 10281-1023, U.S.A.		Corporate Director		U.S.A.
Jack L. Cockwell, Director		51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada		Chair of Brookfield Partners Foundation		Canada
Maureen Kempston Darkes, Director		181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada		Corporate Director		Canada
Janice Fukakusa, Director		181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada		Corporate Director		Canada
Bruce Flatt, Director, Chief Executive Officer		One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K.		Chief Executive Officer, Brookfield Asset Management and Brookfield Corporation		Canada
Brian D. Lawson, Director and Vice Chair		181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada		Vice Chair, Brookfield Corporation		Canada
Howard S. Marks, Director		Oaktree Capital Management, L.P., 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071, U.S.A.		Co-Chairman, Oaktree Capital Management Inc.		U.S.A.
The Honourable Frank J. McKenna, Director		TDCT Tower 161 Bay Street, 35th Fl Toronto, Ontario M5J 2T2, Canada		Chair of Brookfield Corporation and Deputy Chair of TD Bank Group, Wholesale		Canada
Rafael Miranda, Director		C/Santiago de Compostela 100 28035 Madrid, Spain		Corporate Director		Spain
Lord Augustine Thomas O’Donnell, Director		One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K.		Corporate Director		United Kingdom
Hutham S. Olayan, Director		250 Vesey Street, 15th Fl New York, NY 10281-1023, U.S.A.		Chair of Olayan Group		U.S.A. and Saudi Arabia
Diana L. Taylor, Director		c/o Bloomberg, Philanthropies, 25 East 78th Street, New York, N.Y. 10075		Corporate Director		U.S.A.
Nicholas H. Goodman, President and Chief Financial Officer		181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada		President and Chief Financial Officer, Brookfield Corporation		United Kingdom

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
Jack L. Cockwell, Director and Vice President		51 Yonge Street, Suite 100, Toronto, Ontario M5E 1J1, Canada		Chair of Brookfield Partners Foundation		Canada
Bruce Flatt, Director and Vice President		181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada		Chief Executive Officer, Brookfield Asset Management and Brookfield Corporation		Canada
Brian D. Lawson, Director and President		181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada		Vice Chair, Brookfield Corporation		Canada
Kathy Sarpash, Secretary		181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada		Managing Director – Legal & Regulatory of Brookfield Asset Management		Canada

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
Mike Carney, Director and Head of Transition Investing		181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada		Chair of the Board and Head of Transition Investing		Canada
Justin B. Beber, Director, Chief Administrative Officer and General Counsel		181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada		Chief Administrative Officer and General Counsel		Canada
Marcel R. Coutu, Director		181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada		Corporate Director		Canada
Olivia (Liv) Garfield, Director		One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K.		Chief Executive, Severn Trent PLC		United Kingdom
Nili Gilbert, Director		250 Vesey Street, 15th Floor, New York, NY 10281-1023, U.S.A.		Vice-Chair, Carbon Direct LLC		U.S.A.
Keith Johnson, Director		250 Vesey Street, 15th Floor, New York, NY 10281-1023, U.S.A.		Senior Managing Director, Sequoia Heritage		U.S.A.

Diana Noble, Director		One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K.		Founder, Krikos Partners		United Kingdom
Bruce Flatt, Director, Chief Executive Officer		One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K.		Chief Executive Officer, Brookfield Asset Management and Brookfield Corporation		Canada
Brian W. Kingston, Director, Managing Partner, Chief Executive Officer of Real Estate		250 Vesey Street, 15th Floor, New York, NY 10281-1023, U.S.A.		Managing Partner, Chief Executive Officer of Real Estate		Canada
Cyrus Madon, Director, Managing Partner, Chief Executive Officer of Private Equity		181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada		Managing Partner, Chief Executive Officer of Private Equity		Canada
Allison Kirkby, Director		One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K.		President and CEO of Telia Company		United Kingdom
Samuel J.B. Pollock, Director, Managing Partner, Chief Executive Officer of Infrastructure		181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada		Managing Partner, Chief Executive Officer of Infrastructure		Canada
Bahir Manios, Managing Partner, Chief Financial Officer		181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada		Managing Partner, Chief Financial Officer		Canada
Connor Teskey, Managing Partner, President and Chief Executive Officer of Renewable Power & Transition		One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K.		Managing Partner, President and Chief Executive Officer of Renewable Power & Transition		Canada
Craig Noble, Managing Partner, Chief Executive Officer of Alternative Investments		181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada		Managing Partner, Chief Executive Officer of Alternative Investments		Canada