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