Chris Diorio - Feb 22, 2024 Form 4 Insider Report for IMPINJ INC (PI)

Signature
/s/ Yukio Morikubo, Attorney in fact for Chris Diorio
Stock symbol
PI
Transactions as of
Feb 22, 2024
Transactions value $
-$2,040,583
Form type
4
Date filed
2/26/2024, 08:57 PM
Previous filing
Feb 20, 2024
Next filing
Feb 28, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PI Common Stock Award $0 +25K +9.85% $0.00 279K Feb 22, 2024 Direct F1, F2
transaction PI Common Stock Award $0 +16.2K +5.81% $0.00 295K Feb 22, 2024 Direct F3
transaction PI Common Stock Sale -$823K -8.19K -2.78% $100.49 287K Feb 23, 2024 Direct F4
transaction PI Common Stock Sale -$771K -7.57K -2.64% $101.83 279K Feb 23, 2024 Direct F5, F6
transaction PI Common Stock Sale -$31.2K -304 -0.11% $102.49 279K Feb 23, 2024 Direct F7, F8
transaction PI Common Stock Award $109K +5K +1.79% $21.81 284K Feb 26, 2024 Direct
transaction PI Common Stock Sale -$525K -5K -1.76% $105.00 279K Feb 26, 2024 Direct F9
holding PI Common Stock 572K Feb 22, 2024 by DFT L.L.C.

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PI Stock Option (right to buy) Options Exercise $0 -5K -13.64% $0.00 31.7K Feb 26, 2024 Common Stock 5K $21.81 Direct F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 On April 12, 2021, the Reporting Person was granted performance restricted stock units (PSUs). The PSUs vested upon the Reporting Person's satisfaction of certain performance criteria. On February 21, 2024, the Issuer's Board of Directors determined the level at which the corporate performance goals were attained, resulting in the vesting of 25,000 shares of Common Stock underlying the PSUs.
F2 The amount of securities beneficially owned includes 427 shares acquired on February 20, 2024 under the Impinj, Inc. 2016 Employee Stock Purchase Plan, in a transaction exempt under Rule 16b-3(c) that is being voluntarily reported by the reporting person on this Form 4.
F3 On March 23, 2022, the Reporting Person was granted performance restricted stock units (PSUs). The PSUs vested upon the Reporting Person's satisfaction of certain performance criteria. On February 21, 2024, the Issuer's Board of Directors determined the level at which the corporate performance goals were attained, resulting in the vesting of 16,185 shares of Common Stock underlying the PSUs.
F4 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 $100.23 to $101.16, 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.
F5 These shares were sold to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs").
F6 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 $101.31 to $102.30, 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.
F7 These shares were sold to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs").
F8 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 $102.33 to $102.50, 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.
F9 The sales reported by Dr. Diorio were effected pursuant to a Rule 10b5-1 trading plan effective on November 6, 2023.
F10 The option became fully vested on August 23, 2020.