NeuroPace Inc — Director's Dealing 2021

Apr 23, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NeuroPace Inc (NPCE)
CIK: 0001528287
Period of Report: 2021-04-21

Reporting Person: ORBIMED ADVISORS LLC (10% Owner)
Reporting Person: OrbiMed Capital GP VI LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-21	Common Stock	P	235000	$17.00	Acquired	235000	Indirect

Footnotes

F1: Reflects shares purchased from the underwriters in the Companys initial public offering.

F2: These shares of the Issuer's common stock are held of record by OrbiMed Privat 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.

F3: 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.