Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Favet Michael

(Last) (First) (Middle)


(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
3. Issuer Name and Ticker or Trading Symbol
NeuroPace Inc [ NPCE ]
4. 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
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 15,385 I See Footnote(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (2) 10/29/2030 Common Stock 976,923 0.03 D
Stock Option (Right to Buy) (3) 07/22/2019 Common Stock 35,583 0.03 D
Series A' Preferred Stock (4) (4) Common Stock 343 0.00 I See Footnote(1)
Series B' Preferred Stock (4) (4) Common Stock 7,219 0.00 I See Footnote(1)
Explanation of Responses:
1. Shares are held by the Favet Living Trust, of which the Reporting Person and the Reporting Person's spouse serve as co-trustees.
2. 1/48th of the shares subject to the option vest in equal monthly installments commencing September 19, 2020.
3. 25% of the shares subject to the option vest on August 1, 2020. 1/48th of the total shares subject to the option vest in 36 equal monthly installments thereafter.
4. Each share of Preferred Stock automatically converts on a 1-for-1 basis into Common Stock at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering, for no additional consideration. The Preferred Stock has no expiration date.
/s/ Mark B. Weeks, Attorney-in-Fact 04/20/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


Know all by these presents, that the undersigned
hereby constitutes and appoints Michael Favet of NeuroPace, Inc.
and Mark Weeks, Seth Gottlieb, Ryan James,
Felipe Campos Lara Pereira, Kris Peardon,
Debbie Wilkins, and Emma Levine Sporer of
Cooley LLP, or any of them signing singly,
with full power of substitution, the
undersigned true and lawful attorney in fact to:

(1)execute for and on behalf of the undersigned, in
the undersigned capacity as an officer,
director or beneficial owner of more than 10%
of a registered class of securities of NeuroPace, Inc. (the "Company"),
Forms 3, 4 and 5 (including any amendments thereto)
in accordance with Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
and the rules thereunder and a Form ID, Uniform Application for Access Codes to
File on EDGAR;

(2)do and perform any and all acts for and
on behalf of the undersigned that may be
necessary or desirable to execute such
Forms 3, 4 or 5 or Form ID
(including any amendments thereto)
and timely file such forms
with the United States
Securities and Exchange Commission and any stock exchange or similar authority;

(3)take any other action of any nature
whatsoever in connection with the
foregoing which, in the
opinion of such attorney-in-fact,
may be of benefit, in the best interest of,
or legally required by, the undersigned,
it being understood that the
documents executed by such attorney-in-fact
on behalf of the undersigned pursuant
to this Power of Attorney shall
be in such form and shall contain
such terms and conditions as such
attorney-in-fact may approve in such
attorney-in-facts discretion.

The undersigned hereby grants to each
such attorney-in-fact full power and authority
to do and perform any and every
act and thing whatsoever requisite,
necessary or proper to be done in the
exercise of any of the rights and
powers herein granted, as fully to
all intents and purposes as the
undersigned might or could do if personally
present, with full power of substitution or
revocation, hereby ratifying and confirming
all that such attorney-in-fact, or such
 substitute or substitutes, shall lawfully do
or cause to be done by virtue of this power of
attorney and the rights and powers
herein granted.

The undersigned acknowledges that the
foregoing attorneys-in-fact,
in serving in such capacity at the request of
the undersigned, are not assuming, nor is the
Company assuming, any of the
undersigned responsibilities to
comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in
full force and effect until the
earliest to occur of (a) the undersigned
is no longer required to file Forms 3, 4 and 5
with respect to the undersigned holdings
of and transactions in securities
issued by the Company, (b) revocation by the
undersigned in a signed writing delivered to the foregoing
attorneys-in-fact or (c) as to any attorney-in-fact
individually,until such attorney-in-fact is no longer
employed by the Company or Cooley LLP.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 31st day of March, 2021.

/s/ Michael Favet
Michael Favet