SEC FORM
3
SEC Form 3
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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 APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
| C/O NEUROPACE, INC. |
| 455 N. BERNARDO AVENUE |
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
04/20/2021
|
3. Issuer Name and Ticker or Trading Symbol
NeuroPace Inc
[ NPCE ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
|
10% Owner |
|
Officer (give title below) |
|
Other (specify below) |
|
|
5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
|
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
|
| Common Stock |
43,291 |
D |
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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 |
| Series A' Preferred Stock |
|
|
Common Stock |
21,486 |
0.00 |
D |
|
| Series B' Preferred Stock |
|
|
Common Stock |
450,880 |
0.00 |
D |
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| Explanation of Responses: |
|
| Remarks: |
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|
/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. |
POWER OF ATTORNEY
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
hereunder 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; and
(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 attorney-in-facts
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 undersigneds
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 undersigneds 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 15th day of April, 2021.
/s/ Frank Fischer
Frank Fischer
