NeuroPace (NPCE) Form 4 NeuroPace / Martha Morrell ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Morrell Martha

(Last) (First) (Middle)

455 N. BERNARDO AVENUE

(Street)

MOUNTAIN VIEW CA 94043

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NeuroPace Inc [ NPCE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CHIEF MEDICAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2025

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/22/2022		F		926	D	$8.32	85,836	D
Common Stock	07/22/2022		F		231	D	$5.55	85,605	D
Common Stock	10/22/2022		F		233	D	$3.02	85,372	D
Common Stock	01/22/2023		F		264	D	$2.98	85,108	D
Common Stock	03/03/2023		F		5,167	D	$4.1	79,941	D
Common Stock	04/22/2023		F		231	D	$4.25	79,710	D
Common Stock	06/03/2023		F		1,303	D	$4.11	78,407	D
Common Stock	07/22/2023		F		231	D	$4.13	78,176	D
Common Stock	09/03/2023		F		1,302	D	$8.93	76,874	D
Common Stock	10/22/2023		F		231	D	$6.88	76,643	D
Common Stock	12/03/2023		F		1,303	D	$8.9	75,340	D
Common Stock	01/22/2024		F		264	D	$14.84	75,076	D
Common Stock	02/20/2024		F		12,474	D	$17.5	62,602	D
Common Stock	03/03/2024		F		1,334	D	$15.99	61,031	D
Common Stock	04/22/2024		F		237	D	$14	61,268	D
Common Stock	05/20/2024		F		3,045	D	$7.98	57,986	D
Common Stock	06/03/2024		F		1,335	D	$6.46	56,511	D
Common Stock	07/22/2024		F		237	D	$7.65	56,414	D
Common Stock	08/20/2024		F		3,045	D	$7.24	53,369	D
Common Stock	09/03/2024		F		1,334	D	$7.39	52,035	D
Common Stock	10/22/2024		F		237	D	$6	51,798	D
Common Stock	11/20/2024		F		3,045	D	$9.19	48,753	D
Common Stock	12/03/2024		F		1,413	D	$11.93	47,340	D
Common Stock	01/22/2025		F		265	D	$14.04	47,075	D
Common Stock	02/20/2025		F		3,405	D	$14.23	43,670	D
Common Stock	01/31/2024		M		192	A	$0.026	43,862	D
Common Stock	01/31/2024		M		192	A	$0.026	44,054	D
Common stock	01/31/2024		M		192	A	$0.026	44,246	D
Common Stock	01/31/2024		M		12,234	A	$0.026	56,480	D
Common Stock	01/31/2024		M		40,000	A	$0.026	96,480	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Rt to Buy)	$0.026	01/31/2024		M			192	(1)	11/30/2030	Common Stock(2)	192	$0	0	D
Stock Option (Rt to Buy)	$0.026	01/31/2024		M			192	(3)	11/30/2030	Common Stock	192	$0	0	D
Stock Option (Rt to Buy)	$0.026	01/31/2024		M			192	(4)	11/30/2030	Common Stock	192	$0	192	D
Stock Option (Rt to Buy)	$0.026	01/31/2024		M			12,234	(5)	11/30/2030	Common Stock	12,234	$0	12,234	D
Stock Option (Rt to Buy)	$0.026	01/31/2024		M			40,000	(6)	11/30/2030	Common Stock	40,000	$0	180,449	D

Explanation of Responses:

1. 25% of the shares subject to the option vest on July 1, 2015; 1/48th of the shares subject to the option vest in 36 equal monthly installments thereafter.

2. 25% of the shares subject to the option vest on July 1, 2015; 1/48th of the shares subject to the option vest in 36 equal monthly installments thereafter.

3. 25% of the shares subject to the option vest on July 1, 2013; 1/48th of the shares subject to the option vest in 36 equal monthly installments thereafter.

4. 25% of the shares subject to the option vest on July 1, 2012; 1/48th of the shares subject to the option vest in 36 equal monthly installments thereafter.

5. 1/48th of the shares subject to the option vest in equal monthly installments commencing February 1, 2017.

6. 1/48th of the shares subject to the option vest in equal monthly installments commencing February 1, 2017.

	/s/ Leah Akin, Attorney-in-Fact	02/25/2025
	** 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 4 (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).
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