Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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NeuroPace Inc (Name of Issuer) |
Common Stock, .001 par value per share (Title of Class of Securities) |
641288105 (CUSIP Number) |
10/25/2024 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 641288105 |
| 1 | Names of Reporting Persons
Kent Lake PR LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
PUERTO RICO
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,472,491.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, HC |
SCHEDULE 13G
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| CUSIP No. | 641288105 |
| 1 | Names of Reporting Persons
Kent Lake Partners LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,472,491.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | 641288105 |
| 1 | Names of Reporting Persons
Benjamin Natter | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,472,491.00 | ||||||||
| 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)
5.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
NeuroPace Inc | |
| (b) | Address of issuer's principal executive offices:
455 N. BERNARDO AVENUE, MOUNTAIN VIEW, CALIFORNIA, 94043. | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by the entities and persons listed below, who are collectively referred herein as "Reporting Persons", with respect to the shares of Common Stock (as defined in Item 2(d) below) of the Company:(i) Kent Lake PR LLC(ii) Kent Lake Partners LP(iii) Benjamin Natter | |
| (b) | Address or principal business office or, if none, residence:
(i) Kent Lake PR LLC4512 Hacienda Shoppe CTR Ste 11 #26Anasco, Puerto Rico 00610(ii) Kent Lake Partners LP4512 Hacienda Shoppe CTR Ste 11 #26Anasco, Puerto Rico 00610(iii) Mr. Benjamin Natterc/o Kent Lake PR LLC4512 Hacienda Shoppe CTR Ste 11 #26Anasco, Puerto Rico 00610 | |
| (c) | Citizenship:
(i) Kent Lake PR LLC - Puerto Rico(ii) Kent Lake Partners LP - DE(iii) Mr. Benjamin Natter - USA | |
| (d) | Title of class of securities:
Common Stock, .001 par value 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Kent Lake PR LLC (successor to Kent Lake Capital, LLC) is an investment adviser that is registered with the Securities and Exchange Commission. Kent Lake PR LLC, which serves as investment adviser to private funds, including but not limited to Kent Lake Partners LP (collectively, the "Funds"), may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds. Mr. Natter, as Managing Partner of Kent Lake Partners LP, with the power to exercise investment and voting discretion, may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds.Kent Lake PR LLCAmount beneficially owned: 1,472,491Kent Lake Partners LPAmount beneficially owned: 1,472,491Benjamin NatterAmount beneficially owned: 1,472,491 | |
| (b) | Percent of class:
Based on 29,196,985 shares of Common Stock outstanding as reported in the Issuer's Form 10-Q filed on August 13, 2024.Kent Lake PR LLCPercent of class: 5.0%Kent Lake Partners LPPercent of class: 5.0%Benjamin NatterPercent of class: 5.0% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Kent Lake PR LLCSole power to vote or to direct the vote: 0Kent Lake Partners LPSole power to vote or to direct the vote: 0Benjamin NatterSole power to vote or to direct the vote: 0 | ||
| (ii) Shared power to vote or to direct the vote:
Kent Lake PR LLCShared power to vote or to direct the vote: 1,472,491Kent Lake Partners LPShared power to vote or to direct the vote: 1,472,491Benjamin NatterShared power to vote or to direct the vote: 1,472,491 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Kent Lake PR LLCSole power to dispose or to direct the disposition of: 0Kent Lake Partners LPSole power to dispose or to direct the disposition of: 0Benjamin NatterSole power to dispose or to direct the disposition of: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Kent Lake PR LLCShared power to dispose or to direct the disposition of: 1,472,491Kent Lake Partners LPShared power to dispose or to direct the disposition of: 1,472,491Benjamin NatterShared power to dispose or to direct the disposition of: 1,472,491 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| 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.
Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, Kent Lake PR LLC and Mr. Natter expressly disclaim beneficial ownership over any of the securities reported in this statement, and the filing of this statement shall not be construed as an admission that Kent Lake PR LLC or Mr. Natter are the beneficial owner of any of the securities 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. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identif
ication of the relevant subsidiary. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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.
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