PI Impinj Inc

*

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.

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

687,568 shares.1

6.

Shared Voting Power

572,494 shares.2

7.

Sole Dispositive Power

687,568 shares.1

8.

Shared Dispositive Power

572,494 shares.2

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

1,260,062 shares.

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

11.

Percent of Class Represented by Amount in Row (9)

4.6%3

12.

Type of Reporting Person

IN

1

Includes options to purchase 433,402 shares that are exercisable within 60 days of December 31, 2023 and 3,125 shares underlying restricted stock units that will vest within 60 days of December 31, 2023.

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 27,165,926 shares of common stock outstanding as of December 31, 2023.

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);

(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:

Item 4.

Ownership

(a)

Amount beneficially owned:

(b)

Percent of class:

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:

(ii)

Shared power to vote or to direct the vote:

(iii)

Sole power to dispose or to direct the disposition of:

(iv)

Shared power to dispose or to direct the disposition of:

1

Includes options to purchase 433,402 shares that are exercisable within 60 days of December 31, 2023 and 3,125 shares underlying restricted stock units that will vest within 60 days of December 31, 2023.

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

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Item 8.

Identification and Classification of Members of the Group

Item 9.

Notice of Dissolution of Group

Item 10.

Certification

CHRISTOPHER DIORIO, PH.D.

By:

/s/ Christopher Diorio

             Christopher Diorio, Ph.D.

Date:

February 14, 2024