Filing Details

---

CUSIP No. 45258K109

13D

Page 1 of 18 pages

1	NAMES OF REPORTING PERSONS
	KKR Iris Investors LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
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
			3,802,638
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			3,802,638
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,802,638
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)
	19.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. 45258K109

13D

Page 4 of 18 pages

1	NAMES OF REPORTING PERSONS
	KKR HCSG GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
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
			3,802,638
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			3,802,638
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,802,638
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)
	19.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No. 45258K109

13D

Page 6 of 18 pages

1	NAMES OF REPORTING PERSONS
	Henry R. Kravis
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			3,802,638
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			3,802,638
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,802,638
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)
	19.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

CUSIP No. 45258K109

13D

Page 11 of 18 pages

This Statement on Schedule 13D (this “Schedule 13D”) relates to common stock, par value $0.001 per share (the “Common Stock”), of Impel NeuroPharma, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 201 Elliott Avenue West, Suite 260, Seattle, WA 98119.

 

 

(a), (f) This Schedule 13D is being filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by:

 

 

 

 

 

 

 

 

 

 

 

KKR Health Care Strategic Growth Fund L.P. is the managing member of KKR Iris Investors LLC. KKR Associates HCSG L.P. is the general partner of KKR Health Care Strategic Growth Fund L.P. KKR HCSG GP LLC is the general partner of KKR Associates HCSG L.P. KKR Group Partnership L.P. is the sole member of KKR HCSG GP LLC. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR & Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP.

 

Each of Messrs. Joseph Bae, Scott Nuttall, Robert Lewin and David Sorkin is a director of KKR Group Holdings Corp. The executive officers of KKR Group Holdings Corp. and KKR & Co. Inc. are Messrs. Kravis, Roberts, Bae, Nuttall, Lewin and Sorkin. The directors of KKR & Co. Inc. are listed on Annex A attached hereto, which is incorporated herein by reference.

CUSIP No. 45258K109

13D

Page 12 of 18 pages

Each of Messrs. Bae, Nuttall and Sorkin is a United States citizen. Mr. Lewin is a Canadian citizen.

 

The Reporting Persons have entered into a joint filing agreement, a copy of which is attached hereto as Exhibit A.

 

(b)     The address of the business office of each of the Reporting Persons, except for Mr. Roberts, and Messrs. Bae, Nuttall, Lewin and Sorkin and the other individuals named in this Item 2 is:

 

c/o Kohlberg Kravis Roberts & Co. L.P.

30 Hudson Yards

New York, New York 10001

The address of the principal business office of Mr. Roberts is:

c/o Kohlberg Kravis Roberts & Co. L.P.

2800 Sand Hill Road, Suite 200

Menlo Park, CA 94025

 

(c)          Each of KKR Group Partnership L.P., KKR Group Holdings Corp., KKR & Co. Inc. and KKR Management LLP is principally engaged as a holding company. KKR Iris Investors LLC is engaged in the business of investing in securities and KKR Health Care Strategic Growth Fund L.P., KKR Associates HCSG L.P., and KKR HCSG GP LLC are each principally engaged in the business of being a general partner or sole or managing member, as described above, and managing investments through other partnerships and limited liability companies.

 

The present principal occupation or employment of each of Messrs. Kravis, Roberts, Bae, Nuttall, Lewin and Sorkin is as an executive of Kohlberg Kravis Roberts & Co. L.P. (“KKR”) and/or one or more of its affiliates. The present principal occupation of each of the other individuals named in Item 2 is listed on Annex A.

 

(d)          During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other individuals named in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)          During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other individuals named in this Item 2, has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

CUSIP No. 45258K109

13D

Page 13 of 18 pages

In December 2018, KKR Iris Investors LLC purchased 42,307,448 shares of Series D redeemable convertible preferred stock (“Series D Preferred Stock”) from the Issuer at a purchase price of $0.7091 per share for an aggregate purchase price of $30,000,000. Each 16.37332 shares of Series D Preferred Stock automatically converted into one share of Common Stock upon the completion of the Issuer’s initial public offering.

In March 2021, the Issuer issued a convertible promissory note (the “Note”) to KKR Iris Investors LLC for an aggregate amount of $1,591,072. The Note automatically converted into shares of Common Stock on April 27, 2021 upon the closing of the Issuer’s initial public offering at 90% of the $15.00 initial public offering price, which resulted in an acquisition of 118,712 shares of Common Stock.

On April 27, 2021, in connection with the closing of the Issuer’s initial public offering, KKR Iris Investors LLC purchased an additional 1,100,000 shares of Common Stock from the Issuer in a private placement for a price of $15.00 per share, which was the public offering price per share of Common Stock in the initial public offering.

The source of funds required for the purchases are from capital contributions from investors in KKR Iris Investors LLC.

 

The information set forth in Items 3 and 6 of this Schedule 13D is hereby incorporated by reference into this Item 4.

 

The Reporting Persons acquired the securities reported herein for investment purposes and intend to review their investments in the Issuer on a continuing basis. Subject to the terms of the Investors’ Rights Agreement and Lock-Up Agreement (each defined in Item 6 below) and various factors, including but not limited to the Issuer’s financial position and strategic direction, price levels of the Common Stock, conditions in the securities markets, various laws and regulations applicable to the Issuer and companies in its industry and the Reporting Persons’ ownership in the Issuer, and general economic and industry conditions, the Reporting Persons may in the future take actions with respect to their investment in the Issuer as they deem appropriate, including changing their current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D. Without limiting the foregoing, the Reporting Persons may, from time to time, acquire or cause affiliates to acquire additional shares of Common Stock or other securities of the Issuer (including any combination or derivative thereof). Subject to the limitations set forth in the Lock-Up Agreement, the Reporting Persons intend to dispose, or cause affiliates to dispose, of shares of Common Stock or other securities of the Issuer from time to time, and may continue to hold, or cause affiliates to hold, shares of Common Stock or other securities of the Issuer.

 

The Reporting Persons intend to engage in discussions with management or the board of directors of the Issuer about its business, operations, strategy, plans and prospects, from time to time. In addition, the Reporting Persons may engage in discussions with management or the

 

CUSIP No. 45258K109

13D

Page 14 of 18 pages

board of directors of the Issuer, stockholders or other securityholders of the Issuer and other relevant parties or take other actions concerning any extraordinary corporate transaction (including, but not limited to, a merger, reorganization or liquidation), a sale or transfer of a material amount of assets, a change in the board of directors or management, a material change in the capitalization or dividend policies, other material changes in the Issuer’s business or corporate structure, changes in the Issuer’s charter, bylaws or other actions that may impede the acquisition of control, de-listing or de-registration of the Issuer, or similar actions.

 

Mr. Ali Satvat, an executive of KKR, is currently a member of the board of directors of the Issuer.

 

Except as set forth above, or as would occur upon completion of any of the matters discussed herein, the Reporting Persons and, to the best knowledge of the Reporting Persons, each of the other individuals named in Item 2 above, have no present plans, proposals or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Although the foregoing reflects activities presently contemplated by the Reporting Persons and each other individuals named in Item 2 with respect to the Issuer, the foregoing is subject to change at any time.

 

 

The information set forth in Annex A of this Schedule 13D and the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5.

 

(a) and (b).          The Reporting Persons may be deemed to beneficially own an aggregate of 3,802,638 shares of Common Stock, which represents, in the aggregate, approximately 19.6% of the outstanding shares of Common Stock.

 

The percentage of beneficial ownership in this Schedule 13D is based on 19,414,834 shares of Common Stock outstanding as of April 27, 2021, after giving effect to the consummation of the Issuer’s initial public offering and the related transactions, as set forth in the Issuer’s prospectus dated April 22, 2021, filed with the Securities and Exchange Commission on April 23, 2021.

 

Each of KKR Health Care Strategic Growth Fund L.P. (as the managing member of KKR Iris Investors LLC); KKR Associates HCSG L.P. (as the general partner of KKR Health Care Strategic Growth Fund L.P.); KKR HCSG GP LLC (as the general partner of KKR Associates HCSG L.P.); KKR Group Partnership L.P. (as the sole member of KKR HCSG GP LLC); KKR Group Holdings Corp. (as the general partner of KKR Group Partnership L.P.); KKR & Co. Inc. (as the sole shareholder of KKR Group Holdings Corp.); KKR Management LLP (as the Series I preferred stockholder of KKR & Co. Inc.); and Messrs. Kravis and Roberts (as the founding partners of KKR Management LLP) may be deemed to be the beneficial owner of the shares held by KKR Iris Investors LLC.

 

The filing of this Schedule 13D shall not be construed as an admission that any of the above-listed entities or individuals is the beneficial owner of any securities covered by this Schedule 13D.

 

CUSIP No. 45258K109

13D

Page 15 of 18 pages

To the best knowledge of the Reporting Persons, none of the individuals named in Item 2 beneficially owns any shares of Common Stock except as described herein.

 

(c)          Except as otherwise described in Item 3 of this Schedule 13D, none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any other individual named in Item 2, has engaged in any transaction in any shares of Common Stock during the past 60 days.

 

(d)          To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported as beneficially owned by the Reporting Persons herein.

 

(e)          Not applicable.

 

 

The information set forth in Items 3, 4 and 5 hereof is hereby incorporated by reference into this Item 6.

 

Investors’ Rights Agreement

 

On December 4, 2018, the Issuer entered into an amended and restated investors’ rights agreement (the “Investors’ Rights Agreement”) with certain holders of the Issuer’s redeemable convertible preferred stock, including KKR Iris Investors LLC. Pursuant to the Investors’ Rights Agreement, the Issuer agreed to register an aggregate of 12,605,800 shares of Common Stock, including the 2,583,926 shares of Common Stock acquired by KKR Iris Investors LLC upon conversion of the Series D Preferred Stock. KKR Iris Investors LLC and the other parties to the Investors’ Rights Agreement also have piggyback registration rights. The registration rights set forth in the Investor’s Rights Agreement are subject to certain limitations, conditions and other terms.

 

The registration rights terminate five years following the completion of the Issuer’s initial public offering or, with respect to any particular stockholder, at the time that stockholder can sell all of its shares during any 90-day period pursuant to Rule 144 of the Securities Act.

 

Lock-Up Agreement

 

In connection with the Issuer’s initial public offering, KKR Iris Investors LLC entered into a lock-up agreement (the “Lock-Up Agreement”) with Cowen and Company, LLC and Guggenheim Securities, LLC, whereby KKR Iris Investors LLC agreed, subject to certain exceptions, not to dispose of or hedge any shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock for a period of 180 days from April 22, 2021, except with the prior written consent of Cowen and Company, LLC and Guggenheim Securities, LLC.

CUSIP No. 45258K109

13D

Page 16 of 18 pages

The foregoing descriptions of the Investors’ Rights Agreement and the Lock-Up Agreement do not purport to be complete and are qualified in their entirety by reference to such documents, copies of which are filed as Exhibits to this Schedule 13D and are incorporated herein by reference.

 

 

CUSIP No. 45258K109

13D

Page 17 of 18 pages

SIGNATURES

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.

Date:          May 7, 2021

CUSIP No. 45258K109

13D

Page 18 of 18 pages

 

---