0001209191-21-027582.txt : 20210420
0001209191-21-027582.hdr.sgml : 20210420
20210420172514
ACCESSION NUMBER: 0001209191-21-027582
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20210420
FILED AS OF DATE: 20210420
DATE AS OF CHANGE: 20210420
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Garfield Greg Shaw
CENTRAL INDEX KEY: 0001594406
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40337
FILM NUMBER: 21838834
MAIL ADDRESS:
STREET 1: C/O SEMLER SCIENTIFIC, INC.
STREET 2: 2330 NW EVERETT ST.
CITY: PORTLAND
STATE: OR
ZIP: 97210
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: NeuroPace Inc
CENTRAL INDEX KEY: 0001528287
STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
IRS NUMBER: 223550230
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 455 N. BERNARDO AVENUE
CITY: MOUNTAIN VIEW
STATE: CA
ZIP: 94043
BUSINESS PHONE: 6502372700
MAIL ADDRESS:
STREET 1: 455 N. BERNARDO AVENUE
CITY: MOUNTAIN VIEW
STATE: CA
ZIP: 94043
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2021-04-20
0
0001528287
NeuroPace Inc
NPCE
0001594406
Garfield Greg Shaw
368 EAST CAMPBELL AVENUE
SUITE 200
CAMPBELL
CA
95008
1
0
0
0
Common Stock
25618
I
See Footnote
Series A' Preferred Stock
0.00
Common Stock
324450
I
See Footnote
Series B' Preferred Stock
0.00
Common Stock
5289934
I
See Footnote
KCK Ltd. has sole voting and investment power with respect to the shares. The board of directors of KCK Ltd., consisting of Antoine Sacy, Kamal Kassar, and Nael Karim Kassar, has delegated its authority to vote or invest the shares to Nael Karim Kassar. As such, Nael Karim Kassar may also be deemed to have sole voting and investment with respect to the shares. Mr. Kassar and Greg Garfield, who serves as Senior Managing Director with KCK-US, Inc., an affiliate of KCK Ltd., are also members of our board of directors.
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.
Includes 859 shares of Series A' Preferred Stock held by the Greg and Dori Garfield Living Revocable Trust.
Includes 323,591 shares of Series A' Preferred Stock held by KCK Ltd. who has sole voting and investment power with respect to the shares. The board of directors of KCK Ltd., consisting of Antoine Sacy, Kamal Kassar, and Nael Karim Kassar, has delegated its authority to vote or invest the shares to Nael Karim Kassar. As such, Nael Karim Kassar may also be deemed to have sole voting and investment with respect to the shares. Mr. Kassar and Greg Garfield, who serves as Senior Managing Director with KCK-US, Inc., an affiliate of KCK Ltd., are also members of our board of directors.
Includes 5,271,902 shares of Series B' Preferred Stock held by KCK Ltd. who has sole voting and investment power with respect to the shares. The board of directors of KCK Ltd., consisting of Antoine Sacy, Kamal Kassar, and Nael Karim Kassar, has delegated its authority to vote or invest the shares to Nael Karim Kassar. As such, Nael Karim Kassar may also be deemed to have sole voting and investment with respect to the shares. Mr. Kassar and Greg Garfield, who serves as Senior Managing Director with KCK-US, Inc., an affiliate of KCK Ltd., are also members of our board of directors.
Includes 18,032 shares of Series B' Preferred Stock held by the Greg and Dori Garfield Living Revocable Trust.
/s/ Mark B. Weeks, Attorney-in-Fact
2021-04-20
EX-24.3_980092
2
poa.txt
POA DOCUMENT
POWER OF ATTORNEY
Know all by these presents, that the undersigned
hereby constitutes and appoints Michael Favet of NeuroPace, Inc.
and Mark Weeks, Seth Gottlieb, Ryan James,
Felipe Campos Lara Pereira, Kris Peardon,
Debbie Wilkins, and Emma Levine Sporer of
Cooley LLP, or any of them signing singly,
with full power of substitution, the
undersigned true and lawful attorney in fact to:
(1)execute for and on behalf of the undersigned, in
the undersigned capacity as an officer,
director or beneficial owner of more than 10%
of a registered class of securities of NeuroPace, Inc. (the "Company"),
Forms 3, 4 and 5 (including any amendments thereto)
in accordance with Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
and the rules thereunder and a Form ID, Uniform Application for Access Codes to
File on EDGAR;
(2)do and perform any and all acts for and
on behalf of the undersigned that may be
necessary or desirable to execute such
Forms 3, 4 or 5 or Form ID
(including any amendments thereto)
and timely file such forms
with the United States
Securities and Exchange Commission and any stock exchange or similar authority;
and
(3)take any other action of any nature
whatsoever in connection with the
foregoing which, in the
opinion of such attorney-in-fact,
may be of benefit, in the best interest of,
or legally required by, the undersigned,
it being understood that the
documents executed by such attorney-in-fact
on behalf of the undersigned pursuant
to this Power of Attorney shall
be in such form and shall contain
such terms and conditions as such
attorney-in-fact may approve in such
attorney-in-facts discretion.
The undersigned hereby grants to each
such attorney-in-fact full power and authority
to do and perform any and every
act and thing whatsoever requisite,
necessary or proper to be done in the
exercise of any of the rights and
powers herein granted, as fully to
all intents and purposes as the
undersigned might or could do if personally
present, with full power of substitution or
revocation, hereby ratifying and confirming
all that such attorney-in-fact, or such
attorney-in-facts
substitute or substitutes, shall lawfully do
or cause to be done by virtue of this power of
attorney and the rights and powers
herein granted.
The undersigned acknowledges that the
foregoing attorneys-in-fact,
in serving in such capacity at the request of
the undersigned, are not assuming, nor is the
Company assuming, any of the
undersigned responsibilities to
comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in
full force and effect until the
earliest to occur of (a) the undersigned
is no longer required to file Forms 3, 4 and 5
with respect to the undersigned holdings
of and transactions in securities
issued by the Company, (b) revocation by the
undersigned in a signed writing delivered to the foregoing
attorneys-in-fact or (c) as to any attorney-in-fact
individually,until such attorney-in-fact is no longer
employed by the Company or Cooley LLP.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 6th day of April, 2021.
/s/ Greg Garfield
____________________________________
Greg Garfield