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

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1. Name and Address of Reporting Person^*

LACOB JOSEPH

(Last)

(First)

(Middle)

C/O NEUROPACE, INC.

455 N. BERNARDO AVENUE

(Street)

MOUNTAIN VIEW

95131

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/20/2021

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
	Officer (give title below)	Other (specify below)

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	192	D
Common Stock	16,833	I	See Footnote⁽¹⁾
Common Stock	868	I	See Footnote⁽²⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A' Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	8,594	$0.00	I	See Footnote⁽¹⁾
Series A' Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	17,189	$0.00	I	See Footnote⁽²⁾
Series B' Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	102,747	$0.00	I	See Footnote⁽¹⁾
Series B' Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	205,497	$0.00	I	See Footnote⁽²⁾
Stock Option (Right to Buy)	⁽⁴⁾	11/12/2022	Common Stock	192	$0.03	D

Explanation of Responses:

1. Shares are held by Lacob Ventures LLC.

2. Shares are held by LCT18 Investments.

3. 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.

4. 1/48th of the shares subject to the option vest in equal monthly installments commencing December 13, 2012.

Remarks:

	/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.