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^*

Morrell Martha

(Last)

(First)

(Middle)

455 N. BERNARDO AVENUE

(Street)

MOUNTAIN VIEW

94043

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Medical 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	1,518	D

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)
Stock Option (Right to Buy)	⁽¹⁾	10/29/2030	Common Stock	278,846	$0.03	D
Stock Option (Right to Buy)	⁽²⁾	10/12/2024	Common Stock	192	$0.03	D
Stock Option (Right to Buy)	⁽³⁾	11/13/2022	Common Stock	192	$0.03	D
Stock Option (Right to Buy)	⁽⁴⁾	07/05/2021	Common Stock	192	$0.03	D
Stock Option (Right to Buy)	⁽⁵⁾	03/06/2023	Common Stock	384	$0.03	D
Stock Option (Right to Buy)	⁽⁶⁾	12/01/2027	Common Stock	12,234	$0.03	D
Stock Option (Right to Buy)	⁽⁷⁾	07/23/2025	Common Stock	192	$0.03	D
Stock Option (Right to Buy)	⁽⁸⁾	04/21/2024	Common Stock	192	$0.03	D

Explanation of Responses:

1. 1/48th of the shares subject to the option vest in equal monthly installments commencing September 19, 2020. If, at the time of the initial public offering, less than 232,371 of the shares subject to this option remain unvested, an amount of shares subject to this option shall vest and become immediately exercisable immediately prior to the offering such that a total of 232,371 shares subject to this option will be vested and immediately exercisable, subject to Dr. Morrells continued service with NeuroPace, Inc. Following such acceleration, the remaining unvested shares subject to this option will continue to vest in equal monthly installments over 48 months.

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. The shares underlying the option are fully vested.

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

7. 25% of the shares subject to the option vest on July 1, 2016; 1/48th of the shares subject to the option vest in 36 equal monthly installments thereafter.

8. 25% of the shares subject to the option vest on July 1, 2014; 1/48th of the shares subject to the option vest in 36 equal monthly installments thereafter.

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.