neuro-sch13g_17612.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

______________
 
 
SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 
 
NeuroMetrix, Inc.
(Name of Issuer)

 
Common Stock, $.0001 par value per share
(Title of Class of Securities)
 
 
641255104
(CUSIP Number)


December 31, 2013
(Date of Event Which Requires Filing of this Statement)
 
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

oRule 13d-1(b)
xRule 13d-1(c)
oRule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
  CUSIP No.    641255104
 
13G
Page 2 of 9
 
Schedule 13G
 
 
Item 1(a). 
Name of Issuer:

NeuroMetrix, Inc. (the “Issuer”).
 

Item 1(b). 
Address of Issuer’s Principal Executive Offices:

62 Fourth Avenue, Waltham, Massachusetts 02451.
 

Item 2(a).
Names of Persons Filing:

Growth Equity Opportunities Fund, LLC (“GEO”); New Enterprise Associates 12, Limited Partnership (“NEA 12”), which is the sole member of GEO; NEA Partners 12, Limited Partnership (“NEA Partners 12”), which is the general partner of NEA 12; NEA 12 GP, LLC (“NEA 12 GP”), which is the general partner of NEA Partners 12; and Michael James Barrett (“Barrett”), Peter J. Barris (“Barris”), Forest Baskett (“Baskett”), Ryan D. Drant (“Drant”), Patrick J. Kerins (“Kerins”), Krishna S. Kolluri (“Kolluri”) and Scott D. Sandell (“Sandell”) (collectively, the “Managers”) and C. Richard Kramlich, Charles M. Linehan, Charles W. Newhall III, Mark W. Perry and Eugene A. Trainor III.  The Managers are the individual managers of NEA 12 GP.  The persons named in this paragraph are sometimes referred to collectively herein as the “Reporting Persons.”
 

Item 2(b). 
Address of Principal Business Office or, if None, Residence:

The address of the principal business office of GEO, NEA 12, NEA Partners 12 and NEA 12 GP is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093.  The address of the principal business office of Baskett, Kolluri and Sandell is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025.  The address of the principal business office of Barrett, Barris, Drant and Kerins is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815.
 

Item 2(c).
Citizenship:

Each of GEO and NEA 12 GP is a limited liability company organized under the laws of the State of Delaware.  Each of NEA 12 and NEA Partners 12 is a limited partnership organized under the laws of the State of Delaware.  Each of the Managers is a United States citizen.
 

Item 2(d).
Title of Class of Securities:

Common Stock, $.0001 par value (“Common Stock”).
 

Item 2(e).
CUSIP Number:

641255104
 

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:

 
Not applicable.

 
 
 
 
  CUSIP No.    641255104
 
13G
Page 3 of 9
 
 
 
 
Item 4.
Ownership.

 
Not applicable.
 
 
Item 5. 
Ownership of Five Percent or Less of a Class.

Each Reporting Person has ceased to beneficially own five percent (5%) or more of the Issuer’s outstanding Common Stock.
 
 
 
 
 

 
Material to be Filed as Exhibits.

 
Exhibit 1 – Agreement regarding filing of joint Schedule 13G.

Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  CUSIP No.    641255104
 
13G
Page 4 of 9
 

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:      January 31, 2014
 
 
GROWTH EQUITY OPPORTUNITIES FUND, LLC

By:         NEW ENTERPRISE ASSOCIATES 12, LIMITED PARTNERSHIP
Sole Member

 
By:
NEA PARTNERS 12, LIMITED PARTNERSHIP
General Partner

 
By:
NEA 12 GP, LLC
 
General Partner

By:                  *                                                    
Peter J. Barris
Manager


NEW ENTERPRISE ASSOCIATES 12, LIMITED PARTNERSHIP

By:
NEA PARTNERS 12, LIMITED PARTNERSHIP
 
General Partner

 
By:
NEA 12 GP, LLC
General Partner

By:                  *                                                
Peter J. Barris
Manager


NEA PARTNERS 12, LIMITED PARTNERSHIP

By:
NEA 12 GP, LLC
General Partner

By:                  *                                             
Peter J. Barris
Manager


NEA 12 GP, LLC

By:                  *                                                  
Peter J. Barris
Manager
 
 
 
 
  CUSIP No.    641255104
 
13G
Page 5 of 9
 
 
         *
M. James Barrett
  
 
         *
Peter J. Barris
  
 
         *
Forest Baskett
  
 
         *
Ryan D. Drant
  
 
         *
Patrick J. Kerins
  
 
         *
Krishna S. Kolluri
  
 
         *
C. Richard Kramlich
  
 
        *
Charles W. Newhall III
  
 
         *
Scott D. Sandell
  
 
 
 
*By:  
/s/ Louis S. Citron
Louis S. Citron
As attorney-in-fact
 

This Amendment No. 1 to Schedule 13G was executed by Louis S. Citron on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.
 
 
 
 
  CUSIP No.    641255104
 
13G
Page 6 of 9
 
 
EXHIBIT 1
AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of stock of NeuroMetrix, Inc.
 
EXECUTED this 31st day of January, 2014
 

GROWTH EQUITY OPPORTUNITIES FUND, LLC

By:         NEW ENTERPRISE ASSOCIATES 12, LIMITED PARTNERSHIP
Sole Member

 
By:
NEA PARTNERS 12, LIMITED PARTNERSHIP
General Partner

 
By:
NEA 12 GP, LLC
 
General Partner

By:                  *                                                       
Peter J. Barris
Manager


NEW ENTERPRISE ASSOCIATES 12, LIMITED PARTNERSHIP

By:
NEA PARTNERS 12, LIMITED PARTNERSHIP
 
General Partner

 
By:
NEA 12 GP, LLC
General Partner
 
By:                  *                                                       
Peter J. Barris
Manager
 

NEA PARTNERS 12, LIMITED PARTNERSHIP

By:
NEA 12 GP, LLC
General Partner

By:                  *                                                 
Peter J. Barris
Manager

NEA 12 GP, LLC

By:                  *                                                     
Peter J. Barris
Manager
 

 
 
 
 
  CUSIP No.    641255104
 
13G
Page 7 of 9
 
 
 
         *
M. James Barrett
  
 
         *
Peter J. Barris
  
 
         *
Forest Baskett
  
 
         *
Ryan D. Drant
  
 
         *
Patrick J. Kerins
  
 
         *
Krishna S. Kolluri
  
 
         *
C. Richard Kramlich
  
 
        *
Charles W. Newhall III
  
 
         *
Scott D. Sandell
  
 
 
*/s/ Louis S. Citron
Louis S. Citron
As attorney-in-fact

This Agreement relating to Schedule 13G was executed by Louis S. Citron on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.
 
 
 
 
  CUSIP No.    641255104
 
13G
Page 8 of 9
 
EXHIBIT 2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 1st day of August, 2013.

/s/ M. James Barrett
M. James Barrett

/s/ Peter J. Barris
Peter J. Barris

/s/ Forest Baskett
Forest Baskett

/s/ Rohini Chakravarthy
Rohini Chakravarthy

/s/ Patrick Chung
Patrick Chung

/s/ Ryan Drant
Ryan Drant

/s/ Anthony A. Florence
Anthony A. Florence

/s/ Robert Garland
Robert Garland

/s/ Paul Hsiao
Paul Hsiao

/s/ Patrick J. Kerins
Patrick J. Kerins
 
 
 
 
 
 
 
 
  CUSIP No.    641255104
 
13G
Page 9 of 9
 
 
 
 
/s/ Suzanne King
Suzanne King

/s/ Krishna S. Kolluri
Krishna S. Kolluri

/s/ C. Richard Kramlich
C. Richard Kramlich

/s/ Edward Mathers
Edward Mathers

/s/ David M. Mott
David M. Mott

/s/ John M. Nehra
John M. Nehra

/s/ Charles W. Newhall III
Charles W. Newhall III

/s/ Jason R. Nunn
Jason R. Nunn

/s/ Jon Sakoda
Jon Sakoda

/s/ Scott D. Sandell
Scott D. Sandell

/s/ Peter W. Sonsini
Peter W. Sonsini

/s/ A. Brooke Seawell
A. Brooke Seawell

/s/ Ravi Viswanathan
Ravi Viswanathan

/s/ Paul E. Walker
Paul E. Walker

/s/ Harry Weller
Harry Weller