X0306 4 2021-04-26 0 0001528287 NeuroPace Inc NPCE 0001055951 ORBIMED ADVISORS LLC 601 LEXINGTON AVENUE 54TH FLOOR NEW YORK NY 10022-4629 0 0 1 0 0001682115 OrbiMed Capital GP VI LLC 601 LEXINGTON AVENUE 54TH FLOOR NEW YORK NY 10022-4629 0 0 1 0 Common Stock 2021-04-26 4 C 0 3777281 0.00 A 4012281 I See Footnotes Series A' Preferred Stock 0.00 2021-04-26 4 C 0 171895 0.00 D Common Stock 171895 0 I See Footnotes Series B' Preferred Stock 0.00 2021-04-26 4 C 0 3605386 0.00 D Common Stock 3605386 0 I See Footnotes These shares of the Issuer's common stock are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the general partner of OPI VI, and OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisors Act of 1940, as amended, is the managing member of GP VI. By virtue of such relationships, GP VI and OrbiMed Advisors may be deemed to have voting and investment power with respect to the securities held by OPI VI and, as a result, may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by OPI VI. This report is being jointly filed by OrbiMed Advisors and GP VI. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons are a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. Each share of Preferred Stock automatically converted on a 1-for-1 basis into Common Stock upon the closing of the Issuer's initial public offering, for no additional consideration. The Preferred Stock has no expiration date. These shares of the Issuer's Series A' Preferred Stock and Series B' Preferred Stock are held of record by OPI VI. GP VI is the general partner of OPI VI, and OrbiMed Advisors, a registered investment adviser under the Investment Advisors Act of 1940, as amended, is the managing member of GP VI. By virtue of such relationships, GP VI and OrbiMed Advisors may be deemed to have voting and investment power with respect to the securities held by OPI VI and, as a result, may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Exchange Act. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by OPI VI. /s/ Douglas Coon, Chief Compliance Officer, OrbiMed Advisors LLC 2021-04-26 /s/ Douglas Coon, Chief Compliance Officer, OrbiMed Capital GP VI LLC 2021-04-26