SEC Form SC 13G filed by Impel NeuroPharma Inc.

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*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 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).

(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 Issuer’s initial public offering, as reported in the Issuer’s 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.

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(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 Issuer’s initial public offering, as reported in the Issuer’s 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.

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(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 Issuer’s initial public offering, as reported in the Issuer’s 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.

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(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 Issuer’s initial public offering, as reported in the Issuer’s 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.

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(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 Issuer’s initial public offering, as reported in the Issuer’s 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.

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(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 Issuer’s initial public offering, as reported in the Issuer’s 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.

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(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 Issuer’s initial public offering, as reported in the Issuer’s 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.

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(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 Issuer’s initial public offering, as reported in the Issuer’s 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.

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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

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Exhibit(s):

A - Joint Filing Statement

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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

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