NeuroPace Inc — Director's Dealing 2021

Apr 20, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: NeuroPace Inc (NPCE)
CIK: 0001528287
Period of Report: 2021-04-20

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

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A' Preferred Stock	$0.00		Common Stock (171895)		Indirect
Series B' Preferred Stock	$0.00		Common Stock (3605386)		Indirect

Footnotes

F1: Each share of Preferred Stock automatically converts on a 1-for-1 basis into Common Stock at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering, for no additional consideration. The Preferred Stock has no expiration date.

F2: These shares of the Issuer's Series A' Preferred Stock and Series B' Preferred 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.

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.