Amended Statement of Beneficial Ownership (3/a)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

PARKER H STEWART

2. Date of Event Requiring Statement (MM/DD/YYYY) 4/22/2021

3. Issuer Name and Ticker or Trading Symbol

IMPEL NEUROPHARMA INC [IMPL]

(Last) (First) (Middle)

C/O IMPEL NEUROPHARMA, INC., 201 ELLIOTT AVE. W, ST. 260

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

(Street)

SEATTLE, WA 98119

(City) (State) (Zip)

5. If Amendment, Date Original Filed(MM/DD/YYYY)
4/22/2021

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 Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-2 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	7355	⁽¹⁾	D
Series C-1 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	8793	⁽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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
PARKER H STEWART C/O IMPEL NEUROPHARMA, INC. 201 ELLIOTT AVE. W, ST. 260 SEATTLE, WA 98119	X