Statement of Changes in Beneficial Ownership (4)
January 06 2021 - 6:21PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
DIORIO CHRIS PH.D. |
2. Issuer Name and Ticker or Trading Symbol
IMPINJ INC
[
PI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(Last)
(First)
(Middle)
400 FAIRVIEW AVENUE NORTH, SUITE 1200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/1/2021 |
(Street)
SEATTLE, WA 98109
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 1/1/2021 | | M | | 3906 | A | $0.00 | 276247 | D | |
Common Stock | 1/4/2021 | | M | | 14000 | A | $21.81 | 290247 | D | |
Common Stock | 1/6/2021 | | S(1) | | 1639 | D | $43.9918 (2) | 288608 | D | |
Common Stock | 1/6/2021 | | S(3) | | 7720 | D | $45.00 | 280888 | D | |
Common Stock | | | | | | | | 689999 | I | by DFT L.L.C. |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Restricted Stock Units | $0.00 (4) | 1/1/2021 | | M | | | 3906 | (5) | (5) | Common Stock | 3906 | $0.00 | 39063 | D | |
Stock Option (Right to Buy) | $21.81 | 1/4/2021 | | M | | | 14000 | (6) | 8/22/2026 | Common Stock | 14000 | $0.00 | 49000 | D | |
Explanation of Responses: |
(1) | These shares were disposed of in non-discretionary transactions to cover the reporting person's tax withholding obligations in connection with the settlement of an award of restricted stock units. |
(2) | The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $43.805 to $44,135, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. |
(3) | The sales reported by Dr. Diorio were effected pursuant to a Rule 10b5-1 trading plan adopted on August 24, 2020. |
(4) | Each restricted stock unit represents a contingent right to receive one share of Impinj common stock. |
(5) | On September 5, 2019, the reporting person was granted 62,500 restricted stock units ("RSUs"), one fourth of which vested on July 1, 2020, with an additional one-sixteenth of such RSUs vesting every three months thereafter. One-sixteenth of these RSUs vested on January 1, 2021. |
(6) | One-fourth of the shares subject to the option vested on August 23, 2017, and 1/48th of the shares subject to the option vested each month thereafter. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
DIORIO CHRIS PH.D. 400 FAIRVIEW AVENUE NORTH SUITE 1200 SEATTLE, WA 98109 | X |
| Chief Executive Officer |
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Signatures
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/s/ Yukio Morikubo, Attorney in fact for Chris Diorio | | 1/6/2021 |
**Signature of Reporting Person | Date |
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