Form 4 - Statement of changes in beneficial ownership of securities
June 11 2024 - 4:19PM
Edgar (US Regulatory)
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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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
|
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
|
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
| C/O NEUROPACE, INC. |
| 455 N. BERNARDO AVENUE |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NeuroPace Inc
[ NPCE ]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
|
10% Owner |
|
Officer (give title below) |
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Other (specify below) |
|
|
|
|
|
3. Date of Earliest Transaction
(Month/Day/Year)
06/07/2024
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4. 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 |
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Stock Option (Rt to Buy) |
$6.47
|
06/07/2024 |
|
A |
|
17,774 |
|
|
06/06/2034 |
Common Stock |
17,774 |
$0
|
17,774 |
D |
|
| Explanation of Responses: |
|
|
/s/ Leah Akin, Attorney-in-Fact |
06/11/2024 |
|
** 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). |
| 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 Rebecca Kuhn and Leah Akin of NeuroPace, Inc. and Mark Weeks, Jaime Chase, Noel Ripberger-Scheick
and Brian Suzuki of Cooley LLP, or any of them signing singly, with full power of substitution, the undersigned's true and lawful attorney
in fact to:
| (1) | execute for and on behalf of the undersigned, in the undersigned’s 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 thereunder 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-fact’s 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-fact’s 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 undersigned’s 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 undersigned’s 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 2nd day of April, 2024.
| |
/s/ Renee Ryan |
| |
Renee Ryan |
POWER OF ATTORNEY
Know all by these presents,
that the undersigned hereby constitutes and appoints Rebecca Kuhn and Leah Akin of NeuroPace, Inc. and Mark Weeks, Jaime Chase, Noel Ripberger-Scheick
and Brian Suzuki of Cooley LLP, or any of them signing singly, with full power of substitution, the undersigned's true and lawful attorney
in fact to:
| (1) | execute for and on behalf of the undersigned, in the undersigned’s 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 thereunder 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-fact’s 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-fact’s 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 undersigned’s 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 undersigned’s 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 2nd day of April, 2024.
| |
/s/ Renee Ryan |
| |
Renee Ryan |
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