Form SC 13G/A IMPINJ INC Filed by: DIORIO CHRIS PH.D.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Impinj, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
453204109
(CUSIP Number)
December 31, 2020
(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)
☐ 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 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).
Page 1 of 7
CUSIP No. 453204109
| 1. |
Names of Reporting Persons.
Christopher Diorio, Ph.D. | |||||
| 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
United States of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
527,156 shares.1 | ||||
| 6. | Shared Voting Power
689,999 shares.2 | |||||
| 7. | Sole Dispositive Power
527,156 shares.1 | |||||
| 8. | Shared Dispositive Power
689,999 shares.2 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,217,155 shares. | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
5.21%3 | |||||
| 12. | Type of Reporting Person
IN | |||||
| 1 | Includes options to purchase 255,618 shares that are exercisable within 60 days of December 31, 2020. |
| 2 | All shares are held of record by DFT L.L.C., a Washington limited liability company. Chris Diorio and Nancy Wright, the co-managers of DFT L.L.C., may be deemed to have shared voting and dispositive power. |
| 3 | Based on 23,086,713 shares of common stock outstanding as of October 16, 2020, as reported in the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on October 28, 2020. |
Page 2 of 7
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:
Christopher Diorio, Ph.D.
Item 2 (b) Address of Principal Business Office or, if none, Residence:
Principal business office:
400 Fairview Ave. N., Suite 1200
Seattle, WA 98109
Item 2 (c) Citizenship:
United States of America
Item 2 (d) Title of Class of Securities:
Common Stock, $0.001 par value per share
Item 2 (e) CUSIP Number:
453204109
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||
| (e) | ☐ | An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E); | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
Page 3 of 7
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||
| (j) | ☐ | A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J); | ||
| (k) | ☐ | Group, in accordance with §240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | ||
Page 4 of 7
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: |
1,217,155 shares.
| (b) | Percent of class: |
5.21%, based on 23,086,713 shares of common stock outstanding as of October 16, 2020, as reported in the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on October 28, 2020.
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: |
527,156 shares.1
| (ii) | Shared power to vote or to direct the vote: |
689,999 shares.2
| (iii) | Sole power to dispose or to direct the disposition of: |
527,156 shares.1
| (iv) | Shared power to dispose or to direct the disposition of: |
689,999 shares.2
| 1 | Includes options to purchase 255,618 shares that are exercisable within 60 days of December 31, 2020. |
| 2 | All shares are held of record by DFT L.L.C., a Washington limited liability company. Christopher Diorio and Nancy Wright, the co-managers of DFT L.L.C., may be deemed to have shared voting and dispositive power. |
| Item 5. | Ownership of Five Percent or Less of a Class |
Not applicable.
| 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 or Control Person |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
Page 5 of 7
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certification |
Not applicable.
Page 6 of 7
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.
| CHRISTOPHER DIORIO, PH.D. | ||
| By: | /s/ Christopher Diorio, Ph.D. | |
| Christopher Diorio, Ph.D. | ||
| Date: | February 16, 2021 | |
Page 7 of 7