NeuroPace Board Member Grows Stake to 589K Shares in Regular Director Pay Plan

Rhea-AI Filing Summary

NeuroPace director Frank M. Fischer reported multiple acquisitions of common stock through the company's non-employee director compensation policy in lieu of quarterly retainer fees from June 2023 to June 2025. Key transactions include:

• Most recent acquisition: 2,281 shares at $10.41 per share on June 21, 2025
• Largest acquisition: 4,469 shares at $4.49 per share on June 30, 2023
• Total shares accumulated: Increased position from 570,126 to 589,531 shares
• Share price range: $4.49 to $13.20 across nine quarterly acquisitions

All transactions were direct ownership acquisitions, with no derivative securities involved. The consistent pattern of stock acquisitions in lieu of cash compensation demonstrates the director's long-term alignment with shareholder interests and confidence in the company's future.

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^*

Fischer Frank M

(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		4,469(1)	A	$4.49	570,126	D
Common Stock	09/29/2023		A		2,440(1)	A	$9.73	572,566	D
Common Stock	12/29/2023		A		2,303(1)	A	$10.31	574,869	D
Common Stock	03/29/2024		A		1,799(1)	A	$13.2	576,668	D
Common Stock	06/28/2024		A		3,141(1)	A	$7.56	579,809	D
Common Stock	09/30/2024		A		3,407(1)	A	$6.97	583,216	D
Common Stock	12/21/2024		A		2,059(1)	A	$11.53	585,275	D
Common Stock	03/21/2025		A		1,975(1)	A	$12.02	587,250	D
Common Stock	06/21/2025		A		2,281(1)	A	$10.41	589,531	D

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.

	/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).
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FAQ

How many NPCE shares did Director Frank Fischer acquire in June 2025?

According to the Form 4 filing, Director Frank Fischer acquired 2,281 shares of NPCE common stock on June 21, 2025, at a price of $10.41 per share.

What is the total number of NPCE shares Frank Fischer owns after his latest transaction?

Following the most recent transaction on June 21, 2025, Frank Fischer beneficially owns 589,531 shares of NPCE common stock directly.

Why did Frank Fischer receive NPCE shares throughout 2023-2025?

According to the filing's explanation of responses, the shares were issued to Fischer pursuant to NeuroPace's non-employee director compensation policy in lieu of quarterly retainer fees.

What was the highest price per share NPCE paid for Director Fischer's compensation in 2023-2025?

The highest price per share among the reported transactions was $13.20, which occurred on March 29, 2024, when Fischer received 1,799 shares.

Does Frank Fischer own any derivative securities of NPCE?

No, according to Table II of the Form 4 filing, Frank Fischer does not hold any derivative securities such as stock options, warrants, or convertible securities of NPCE.