NeuroPace, Inc. filed a Schedule 13G reporting joint beneficial ownership by First Light Asset Management, LLC and Mathew P. Arens as to shares of Common Stock.
The filing states First Light holds 2,865,423 shares (8.40%) and Mr. Arens holds 2,955,423 shares (8.67%), with the holdings reported in Item 4 and dated 03/31/2026. The Manager exercises shared voting and dispositive power over 2,865,423 shares, while Mr. Arens reports 60,000 shares of sole voting and dispositive power.
Positive
None.
Negative
None.
Insights
Joint 13G discloses passive beneficial ownership by an adviser and its principal; holdings are under 10%.
The filing lists First Light Asset Management, LLC as beneficial owner of 2,865,423 shares (8.40%) and Mathew P. Arens as beneficial owner of 2,955,423 shares (8.67%) as reported in Item 4 with an as of date of 03/31/2026. The Manager is described as an investment adviser to separately managed accounts and private funds, which supports a passive reporting posture under Schedule 13G.
Voting and disposition detail show shared voting/dispositive power for the Manager over 2,865,423 shares and 60,000 shares held directly by Mr. Arens with sole power. Corporate filings and subsequent amendments will clarify any shift to active status if voting or acquisition behavior changes.
Key Figures
First Light holdings:2,865,423 sharesFirst Light percent:8.40%Mathew P. Arens holdings:2,955,423 shares+3 more
6 metrics
First Light holdings2,865,423 sharesItem 4; as of 03/31/2026
First Light percent8.40%Percent of class reported in Item 4
Mathew P. Arens holdings2,955,423 sharesItem 4; as of 03/31/2026
Mathew P. Arens percent8.67%Percent of class reported in Item 4
Arens sole voting power60,000 sharesItem 4(i) sole power to vote / dispose
CUSIP641288105Identifies NeuroPace common stock in the filing
"Item 2(a) This is jointly filed by the following:"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
beneficial ownerfinancial
"The Manager may be deemed to be the beneficial owner of 2,865,423 of the Issuer's shares"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
shared dispositive powerregulatory
"Shared Dispositive Power 2,865,423.00"
separately managed accountsfinancial
"The Manager acts as an investment adviser to certain persons holding separately managed accounts"
A separately managed account is an investment portfolio owned by a single investor but professionally managed to that investor’s specific goals and preferences, rather than pooled with other clients’ money. It matters to investors because it offers greater customization, tax control and transparency—like hiring a personal chef instead of eating from a shared buffet—though it often requires higher minimums and can have different fee and liquidity implications.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NeuroPace, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(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
First Light Asset Management, 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
2,865,423.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,865,423.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,865,423.00
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)
8.40 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
641288105
1
Names of Reporting Persons
Mathew P. Arens
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
60,000.00
6
Shared Voting Power
2,895,423.00
7
Sole Dispositive Power
60,000.00
8
Shared Dispositive Power
2,895,423.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,955,423.00
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)
8.67 %
12
Type of Reporting Person (See Instructions)
IN
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:
This Schedule 13G is jointly filed by the following:
First Light Asset Management, LLC (the "Manager")
Mathew P. Arens ("Mr. Arens")
The Manager may be deemed to be the beneficial owner of 2,865,423 of the Issuer's shares of common stock (the "Shares"). The Manager acts as an investment adviser to certain persons holding separately managed accounts with the Manager, each of whom has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, those shares. The Manager may also be deemed to be the beneficial owner of these shares because it acts as an investment adviser to certain private funds. Mr. Arens may also be deemed to be the beneficial owner of these shares because he controls the Manager in his position as managing member and majority owner of the Manager. Mr. Arens also directly holds 60,000 Shares in an individual capacity with sole control and 30,000 Shares held in a joint account over which he shares control. The Manager and Mr. Arens are filing this Schedule 13G/A with respect to these Shares pursuant to Rule 13d-1(b) under the Act.
The Manager and Mr. Arens may be deemed to be the beneficial owner of the total amount of Shares set forth across from its or his respective name in Item 4 below. The filing of this Schedule 13G shall not be construed as an admission that the reporting persons or any of their affiliates are the beneficial owner of any securities covered by this Schedule 13G for any other purposes other than Section 13(d) of the Securities Exchange Act of 1934.
(b)
Address or principal business office or, if none, residence:
Each of the reporting persons identified in Item 2(a) has its principal business office at:
3300 Edinborough Way, Suite 201, Edina, MN 55435
(c)
Citizenship:
First Light Asset Management, LLC - Delaware limited liability company
Mathew P. Arens - United States citizen
(d)
Title of class of securities:
Common Stock, $0.01 par value
(e)
CUSIP Number(s):
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:
First Light Asset Management, LLC - 2,865,423
Mathew P. Arens - 2,955,423
(b)
Percent of class:
First Light Asset Management, LLC - 8.40%
Mathew P. Arens - 8.67%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
First Light Asset Management, LLC - 0
Mathew P. Arens - 60,000
(ii) Shared power to vote or to direct the vote:
First Light Asset Management, LLC - 2,865,423
Mathew P. Arens - 2,895,423
(iii) Sole power to dispose or to direct the disposition of:
First Light Asset Management, LLC - 0
Mathew P. Arens - 60,000
(iv) Shared power to dispose or to direct the disposition of:
First Light Asset Management, LLC - 2,865,423
Mathew P. Arens - 2,895,423
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.
Not Applicable
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 acquired and are held in the ordinary course of business and 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 holdings does NPCE show for First Light Asset Management?
First Light Asset Management reports beneficial ownership of 2,865,423 shares (8.40%) of NeuroPace common stock as stated in Item 4, with shared voting and dispositive power over those shares.
How many NeuroPace shares does Mathew P. Arens report owning (NPCE)?
Mathew P. Arens reports beneficial ownership of 2,955,423 shares (8.67%), which includes 60,000 shares he holds with sole voting and dispositive power, per Item 4.
What is the reporting date for the NPCE Schedule 13G?
The Schedule 13G shows an as of date of 03/31/2026 for the ownership figures, with signatures dated 05/15/2026 located on the filing's signature block.
Does the filing indicate active control or advisory capacity for NPCE holdings?
The filing states the Manager acts as an investment adviser to separately managed accounts and private funds, indicating an advisory role and shared voting/dispositive power over 2,865,423 shares rather than sole active control.
Are the reported NPCE holdings above the 10% Schedule 13G threshold?
No; the reported stakes are below 10%: First Light at 8.40% and Mr. Arens at 8.67%, both percentages shown in Item 4 of the filing.
