Amended Statement of Ownership (sc 13g/a)
November 14 2018 - 2:10PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)
(Name of Issuer)
|
Common Stock, par value $0.001 per share
|
(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:
☐
Rule 13d-1(b)
ý
Rule 13d-1(c)
☐
Rule 13d-1(d)
* 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.
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).
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Ice Pond Lane Advisers, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
|
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|
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(a)
☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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6
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SHARED VOTING POWER
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218,966
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
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218,966
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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218,966
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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1.0%
(1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA
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(1)
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Based on 21,474,467 shares of common stock, par value $0.001 per share (“Common Stock”) outstanding as of October 24, 2018, as disclosed in the Issuer’s Form 10-Q filed with the U.S. Securities and Exchange Commission (“SEC”) on October 29, 2018.
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1
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NAMES OF REPORTING PERSONS
|
|
|
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
Ice Pond Lane Investments, LP
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
|
|
|
|
(a)
☐
|
|
|
|
(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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|
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|
Delaware
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
|
218,966
|
|
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
|
218,966
|
|
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
218,966
|
|
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
☐
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
1.0%
(1)
|
|
|
|
|
|
|
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
|
|
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|
|
|
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(1)
|
Based on 21,474,467 shares of Common Stock outstanding as of October 24, 2018, as disclosed in the Issuer’s Form 10-Q filed with the SEC on October 29, 2018.
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
Ice Pond Lane, LLC
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
|
|
|
|
(a)
☐
|
|
|
|
(b)☐
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
|
218,966
|
|
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
|
218,966
|
|
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
218,966
|
|
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
☐
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
1.0%
(1)
|
|
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
|
|
|
(1)
|
Based on 21,474,467 shares of Common Stock outstanding as of October 24, 2018, as disclosed in the Issuer’s Form 10-Q filed with the SEC on October 29, 2018.
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
Ziff Capital Partners, LLC
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
|
|
|
|
(a)
☐
|
|
|
|
(b)☐
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
|
218,966
|
|
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
|
218,966
|
|
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
218,966
|
|
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
☐
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
1.0%
(1)
|
|
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
|
|
|
(1)
|
Based on 21,474,467 shares of Common Stock outstanding as of October 24, 2018, as disclosed in the Issuer’s Form 10-Q filed with the SEC on October 29, 2018.
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
Dirk Ziff
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
|
|
|
|
(a)
☐
|
|
|
|
(b)☐
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
U.S.
|
|
|
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|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
|
218,966
|
|
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
|
218,966
|
|
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
218,966
|
|
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
☐
|
|
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
1.0%
(1)
|
|
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
|
|
|
|
|
|
(1)
|
Based on 21,474,467 shares of Common Stock outstanding as of October 24, 2018, as disclosed in the Issuer’s Form 10-Q filed with the SEC on October 29, 2018.
|
Item 1. (a) Name of Issuer
Impinj, Inc.
Item 1. (b) Address of Issuer’s Principal Executive Offices
400 Fairview Ave. N., Suite 1200
Seattle, WA 98109
Item 2. (a) Name of Person Filing
This Amendment No. 3 to Schedule 13G is being filed on behalf of the following persons (the “Reporting Persons”)*:
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(i)
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Ice Pond Lane Advisers, LLC:
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(ii)
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Ice Pond Lane Investments, LP;
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(iii)
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Ice Pond Lane, LLC;
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(iv)
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Ziff Capital Partners, LLC; and
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(v)
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Dirk Ziff.
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*Attached as Exhibit A is a copy of an agreement among the Reporting Persons that this Amendment No. 3 to Schedule 13G is being filed on behalf of each of them.
Item 2. (b) Address of Principal Business Office or, if None, Residence
The principal business office address for Ice Pond Lane Advisers, LLC, Ice Pond Lane Investments, LP, Ice Pond Lane, LLC, Ziff Capital Partners, LLC and Dirk Ziff is 285 Madison Avenue, 20th Floor, New York, NY 10017.
Item 2. (c) Citizenship
See Item 4 of the attached cover pages.
Item 2. (d) Title of Class of Securities
Common Stock, par value $0.001 per share (“Common Stock”)
Item 2. (e) CUSIP Number
453204109
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
Not Applicable.
Item 4.
Ownership
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(a)
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Amount beneficially owned:
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See Item 9 of the attached cover pages.
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(b)
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Percent of class:
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See Item 11 of the attached cover pages.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
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See Item 5 of the attached cover pages.
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(ii)
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Shared power to vote or to direct the vote:
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See Item 6 of the attached cover pages.
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(iii)
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Sole power to dispose or to direct the disposition:
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See Item 7 of the attached cover pages.
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(iv)
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Shared power to dispose or to direct the disposition:
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See Item 8 of the attached cover pages.
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Ice Pond Lane Investments, LP (the “Fund”) is the record owner of the shares of Common Stock shown on item 9 of its respective cover page.
Ice Pond Lane Advisers, LLC is the investment adviser to the Fund. Ice Pond Lane Advisers, LLC, Ziff Capital Partners, LLC, Ice Pond Lane, LLC and Dirk Ziff, by virtue of their direct or indirect relationship to the Fund, may be deemed to share beneficial ownership of the shares of Common Stock of which the Fund is the record owner.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
The Reporting Persons have ceased to beneficially own more than five percent of the Issuer's Common Stock and this Amendment No. 3 to Schedule 13G is being filed as an exit filing.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Section 240.14a-11.
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: November 14, 2018
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Ice Pond Lane Advisers, LLC
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By:
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/s/ Erica Lee
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Name:
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Erica Lee
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Title:
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Vice President
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Ice Pond Lane Investments, LP
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By:
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Ice Pond Lane, LLC
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Its:
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General Partner
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By:
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/s/ Erica Lee
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Name:
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Erica Lee
|
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Title:
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Vice President
|
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Ice Pond Lane, LLC
|
|
|
|
|
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By:
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/s/ Erica Lee
|
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Name:
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Erica Lee
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Title:
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Vice President
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Ziff Capital Partners, LLC
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By:
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/s/ Erica Lee
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Name:
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Erica Lee
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Title:
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Vice President
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Dirk Ziff
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By:
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/s/ Dirk Ziff
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Name:
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Dirk Ziff
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EXHIBIT A
The undersigned, Ice Pond Lane Advisers, LLC (a Delaware limited liability company), Ice Pond Lane Investments, LP (a Delaware limited partnership), Ice Pond Lane, LLC (a Delaware limited liability company), Ziff Capital Partners, LLC (a Delaware limited liability company) and Dirk Ziff, hereby agree and acknowledge that the information required by this Amendment No. 3 to Schedule 13G, to which this Agreement is attached as an exhibit, is filed on behalf of each of them. The undersigned further agree that any further amendments or supplements thereto shall also be filed on behalf of each of them.
Dated: November 14, 2018
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Ice Pond Lane Advisers, LLC
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By:
|
/s/ Erica Lee
|
|
|
|
Name:
|
Erica Lee
|
|
|
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Title:
|
Vice President
|
|
|
|
Ice Pond Lane Investments, LP
|
|
|
|
|
|
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By:
|
Ice Pond Lane, LLC
|
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|
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Its:
|
General Partner
|
|
|
|
|
|
|
|
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By:
|
/s/ Erica Lee
|
|
|
|
Name:
|
Erica Lee
|
|
|
|
Title:
|
Vice President
|
|
|
|
Ice Pond Lane, LLC
|
|
|
|
|
|
|
|
By:
|
/s/ Erica Lee
|
|
|
|
Name:
|
Erica Lee
|
|
|
|
Title:
|
Vice President
|
|
|
|
Ziff Capital Partners, LLC
|
|
|
|
|
|
|
|
By:
|
/s/ Erica Lee
|
|
|
|
Name:
|
Erica Lee
|
|
|
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Title:
|
Vice President
|
|
|
|
Dirk Ziff
|
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|
|
|
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By:
|
/s/ Dirk Ziff
|
|
|
|
Name:
|
Dirk Ziff
|
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