NeuroPace Form 4: Uri Geiger Increases Holdings via Fee Stock Grants

Rhea-AI Filing Summary

On 24 June 2025, NeuroPace (NPCE) filed a Form 4 for director Dr. Uri Geiger detailing a series of stock grants received as part of the company’s non-employee director compensation policy, issued in lieu of cash retainers.

• Latest grant: 1,140 shares on 21 June 2025 at $10.41.
• Cumulative direct holdings: 12,036 common shares after the reported transactions.
• Grant history: Eight quarterly issuances from 30 June 2023 through 21 June 2025, priced between $4.49 and $13.20, all coded “A” (acquisition).
• Indirect holdings: 4,432,948 shares held through Accelmed Partners II LP, over which Dr. Geiger exercises sole voting and dispositive control.

No shares were sold, and there are no derivative security movements disclosed. The filing is administrative, reflecting routine equity compensation rather than a strategic insider transaction.

Insights

Securities Analyst

TL;DR: Routine fee-in-stock grants; tiny versus 4.4 M indirect stake, no buying or selling signal—overall neutral.

The Form 4 registers periodic stock grants that substitute for director cash fees. The largest single grant is 1,703 shares; total new shares amount to 9,699 over two years, worth roughly $86 k at blended prices—immaterial for market valuation. Direct ownership remains modest, while the bulk of exposure (4.43 M shares) is unchanged and already public. Because transactions are automatic and pre-scheduled, they convey minimal information about management’s outlook, limiting market impact.

Corporate Governance Expert

TL;DR: Filing confirms transparent, policy-driven equity compensation; governance compliance intact.

The disclosure underscores NeuroPace’s practice of compensating non-employee directors with equity, aligning board incentives with shareholders. Clear footnotes identify Accelmed’s control structure, meeting Section 16 reporting duties. No red flags—no discretionary trades, no Rule 10b5-1 usage. Governance observers may view continued equity retention as alignment-positive, yet size is immaterial to ownership dynamics.

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Geiger Uri

(Last) (First) (Middle)

C/O NEUROPACE, INC.

455 N. BERNARDO AVENUE

(Street)

MOUNTAIN VIEW CA 94043

(City) (State) (Zip)

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)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2023

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/30/2023		A		2,337(1)	A	$4.49	2,337	D
Common Stock	09/29/2023		A		1,220(1)	A	$9.73	3,557	D
Common Stock	12/29/2023		A		1,151(1)	A	$10.31	4,708	D
Common Stock	03/29/2024		A		899(1)	A	$13.2	5,607	D
Common Stock	06/28/2024		A		1,570(1)	A	$7.56	7,177	D
Common Stock	09/30/2024		A		1,703(1)	A	$6.97	8,880	D
Common Stock	12/21/2024		A		1,029(1)	A	$11.53	9,909	D
Common Stock	03/21/2025		A		987(1)	A	$12.02	10,896	D
Common Stock	06/21/2025		A		1,140(1)	A	$10.41	12,036	D
Common Stock								4,432,948	I	See footnote(2)

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)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares were issued to the Reporting Person pursuant to the Issuer's non-employee director compensation policy in lieu of quarterly retainer fees.

2. Shares are held by Accelmed Partners II LP. Accelmed Partners II, LLC ("Accelmed LLC") is the general partner of Accelmed Partners II GP, L.P., which is the general partner of Accelmed Partners II LP. Uri Geiger is the managing partner of Accelmed LLC and has sole voting and dispositive power with respect to the shares held by Accelmed Partners II LP. Dr. Geiger, a member of our board of directors, is a General Partner at Accelmed LLC.

	/s/ Leah Akin, Attorney-in-Fact	06/24/2025
	** 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.

FAQ

How many NeuroPace (NPCE) shares did Director Uri Geiger acquire in the latest grant?

Dr. Geiger received 1,140 shares on 21 June 2025 at $10.41 per share.

What is Uri Geiger’s total direct ownership in NPCE after the reported transactions?

His direct stake stands at 12,036 common shares.

How many NPCE shares does Geiger control indirectly through Accelmed Partners II LP?

The Form 4 lists 4,432,948 shares held indirectly via Accelmed Partners II LP.

Were any NPCE shares sold in this Form 4 filing?

No. All transactions are coded “A” (acquisition); there were no sales.

Why were the shares issued to Uri Geiger?

The shares were issued in lieu of quarterly cash retainer fees under the company’s non-employee director compensation policy.