NeuroPace Inc ownership update: OrbiMed Advisors LLC and OrbiMed Capital GP VI LLC each report beneficial ownership of 2,096,527 shares of Common Stock, representing 6.2% of the class. The filings state the shares are held in aggregate on behalf of others and that shared voting and dispositive power over these shares is exercised by the reporting persons through a management committee.
Positive
None.
Negative
None.
Insights
Large passive holding disclosed by OrbiMed affiliates (6.2% each)
Two OrbiMed entities report 2,096,527 shares apiece, with 6.2% shown for each reporting person. The filing states these shares are held "on behalf of other persons" and that voting/investment authority is exercised via a management committee.
The disclosure is typical for an investment manager consolidating positions for reporting; subsequent filings may clarify the underlying funds or beneficiaries if required.
Shared voting and dispositive power is the key governance signal
The filing attributes shared voting power and shared dispositive power of 2,096,527 shares to both entities, with zero sole power. The management committee members are named and disclaim beneficial ownership, consistent with fund-managed arrangements.
This structure indicates voting decisions are made at the manager/committee level rather than by an individual holder.
Key Figures
Shares beneficially owned (OrbiMed Advisors LLC):2,096,527 sharesShares beneficially owned (OrbiMed Capital GP VI LLC):2,096,527 sharesPercent of class (each reporting person):6.2%
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared dispositive powerregulatory
"Shared Dispositive Power 2,096,527.00"
Schedule 13G/Aregulatory
"(Amendment No. 7 ) Neuropace Inc Common Stock"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
NeuroPace Inc
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
641288105
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
641288105
1
Names of Reporting Persons
OrbiMed Advisors LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,096,527.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,096,527.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,096,527.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.2 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
641288105
1
Names of Reporting Persons
OrbiMed Capital GP VI LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,096,527.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,096,527.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,096,527.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.2 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
NeuroPace Inc
(b)
Address of issuer's principal executive offices:
455 N. Bernardo Avenue Mountain View, CA 94043
Item 2.
(a)
Name of person filing:
OrbiMed Advisors LLC
OrbiMed Capital GP VI LLC
(b)
Address or principal business office or, if none, residence:
601 Lexington Avenue, 54th Floor New York, NY 10022
(c)
Citizenship:
Please refer to Item 4 on each cover sheet for each filing person.
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP No.:
641288105
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
OrbiMed Advisors LLC: 2,096,527
OrbiMed Capital GP VI LLC: 2,096,527
(b)
Percent of class:
OrbiMed Advisors LLC: 6.2%
OrbiMed Capital GP VI LLC: 6.2%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
OrbiMed Advisors LLC: 0
OrbiMed Capital GP VI LLC: 0
(ii) Shared power to vote or to direct the vote:
OrbiMed Advisors LLC: 2,096,527
OrbiMed Capital GP VI LLC: 2,096,527
(iii) Sole power to dispose or to direct the disposition of:
OrbiMed Advisors LLC: 0
OrbiMed Capital GP VI LLC: 0
(iv) Shared power to dispose or to direct the disposition of:
OrbiMed Advisors LLC: 2,096,527
OrbiMed Capital GP VI LLC: 2,096,527
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Reporting Persons hold 6.2% of the shares of Common Stock in the aggregate on behalf of other persons who have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, such securities. OrbiMed Advisors LLC exercises investment and voting power over the shares of Common Stock through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares of Common Stock reported herein.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What stake does OrbiMed report in NeuroPace (NPCE)?
OrbiMed reports beneficial ownership of 2,096,527 shares for each reporting entity, representing 6.2% of the Common Stock class per entity, as stated in Item 4 of the filing.
Do OrbiMed entities have sole voting control over NPCE shares?
No. The filing shows 0 sole voting power and 2,096,527 shared voting power, indicating voting authority is exercised jointly or via a management committee.
Are the shares held directly by OrbiMed or on behalf of others?
The filing states the reporting persons hold the shares in the aggregate on behalf of other persons, meaning the positions represent underlying clients or funds managed by OrbiMed.
Who exercises investment and voting power for these shares?
OrbiMed Advisors LLC exercises investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, who disclaim beneficial ownership in the filing.
Does the filing indicate any transactions or changes in position?
The amendment reports current beneficial ownership counts (2,096,527 shares) and percentages (6.2%); it does not describe specific transactions or timing of purchases in the provided excerpt.
