SEC Filing | Neuronetics Inc

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

New Leaf Ventures II, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

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SC 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

(Amendment No. )

Neuronetics, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

64131A105

(CUSIP Number)

December 31, 2018

(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)

(1)	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. 64131A105		13G		Page 2 of 11 Pages

(1)

All such shares are held of record by NLV II (as defined in Item 2(a) below). NLVA II (as defined in Item 2(a) below) is the general partner of NLV II and may be deemed to have voting, investment and dispositive power with respect to these securities. NLV Management II (as defined in Item 2(a) below) is the sole general partner of NLVA II and ultimate general partner of NLV II and may be deemed to have voting, investment and dispositive power with respect to these securities. Each of Hunt, a member of the Issuer’s board of directors, Lathi, and Ratcliffe (each as defined in Item 2(a) below), the managing directors of NLV Management II (collectively, the “NLV Managing Directors”), may be deemed to have shared voting, investment and dispositive power with respect to these securities.

(2)	Based on 17,579,491 shares of Common Stock outstanding as of October 31, 2018, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2018, filed with the Securities and Exchange Commission on November 6, 2018.


CUSIP No. 64131A105		13G		Page 3 of 11 Pages

(1)

All such shares are held of record by NLV II. NLVA II is the general partner of NLV II and may be deemed to have voting, investment and dispositive power with respect to these securities. NLV Management II is the sole general partner of NLVA II and ultimate general partner of NLV II and may be deemed to have voting, investment and dispositive power with respect to these securities. Each of the NLV Managing Directors may be deemed to have shared voting, investment and dispositive power with respect to these securities.

(2)	Based on 17,579,491 shares of Common Stock outstanding as of October 31, 2018, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2018, filed with the Securities and Exchange Commission on November 6, 2018.


CUSIP No. 64131A105		13G		Page 4 of 11 Pages

(1)

(2)	Based on 17,579,491 shares of Common Stock outstanding as of October 31, 2018, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2018, filed with the Securities and Exchange Commission on November 6, 2018.


CUSIP No. 64131A105		13G		Page 5 of 11 Pages

(1)	The shares reported in rows 5 and 7 above consist of Common Stock underlying a stock option directly owned by Hunt and exercisable within 60 days of December 31, 2018.

(2)

All of the shares reported in rows 6 and 8 above are held of record by NLV II. NLVA II is the general partner of NLV II and may be deemed to have voting, investment and dispositive power with respect to these securities. NLV Management II is the sole general partner of NLVA II and ultimate general partner of NLV II and may be deemed to have voting, investment and dispositive power with respect to these securities. Each of the NLV Managing Directors may be deemed to have shared voting, investment and dispositive power with respect to these securities.

(3)

Based on 17,588,258 shares of Common Stock, calculated as follows: (i) 17,579,491 shares of Common Stock outstanding as of October 31, 2018, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2018, filed with the Securities and Exchange Commission on November 6, 2018, plus (ii) 8,767 shares of Common Stock subject to stock option awards that have been granted to Mr. Hunt in his capacity as a director of the Issuer and that are exercisable as of or within 60 days after December 31, 2018.


CUSIP No. 64131A105		13G		Page 6 of 11 Pages

(1)

All of such shares are held of record by NLV II. NLVA II is the general partner of NLV II and may be deemed to have voting, investment and dispositive power with respect to these securities. NLV Management II is the sole general partner of NLVA II and ultimate general partner of NLV II and may be deemed to have voting, investment and dispositive power with respect to these securities. Each of the NLV Managing Directors may be deemed to have shared voting, investment and dispositive power with respect to these securities.

(2)	Based on 17,579,491 shares of Common Stock outstanding as of October 31, 2018, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2018, filed with the Securities and Exchange Commission on November 6, 2018.


CUSIP No. 64131A105		13G		Page 7 of 11 Pages

(1)

(2)	Based on 17,579,491 shares of Common Stock outstanding as of October 31, 2018, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2018, filed with the Securities and Exchange Commission on November 6, 2018.


CUSIP No. 64131A105		13G		Page 8 of 11 Pages

Schedule 13G

Item 1(a).

Name of Issuer:

Neuronetics, Inc. (the “Issuer”).

Item 1(b).

Address of Issuer’s Principal Executive Offices:

3222 Phoenixville Pike

Malvern, PA 19355

Item 2(a).

Name of Persons Filing:

This joint statement on Schedule 13G is being filed by New Leaf Ventures II, L.P. (“NLV II”), New Leaf Venture Associates II, L.P. (“NLVA II”) and New Leaf Venture Management II, L.L.C. (“NLV Management II” and together with NLV II, NLVA II, the “Reporting Entities”), Ronald M. Hunt (“Hunt”), Vijay K. Lathi (“Lathi”), Liam T. Ratcliffe (“Ratcliffe” and, together with Hunt and Lathi, the “Reporting Individuals”). The Reporting Entities and the Reporting Individuals collectively are referred to as the “Reporting Persons”.

Item 2(b).

Address or Principal Business Office or, if None, Residence:

The address of the principal business office of each Reporting Person (other than Lathi) is New Leaf Venture Partners, Times Square Tower, 7 Times Square, Suite 3502, New York, NY 10036.

The address of the principal business office of Lathi is New Leaf Venture Partners, 1200 Park Place, Suite 300, San Mateo, CA 94043.

Item 2(c).

Citizenship:

Each of NLV II and NLVA II is a limited partnership organized under the laws of the State of Delaware.

NLV Management II is a limited liability company organized under the laws of the State of Delaware.

Each Managing Director is a citizen of the United States.

Item 2(d).

Title of Class of Securities:

Common Stock, $0.01 par value per share (“Common Stock”).

Item 2(e).

CUSIP Number:

64131A105

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Not applicable.


CUSIP No. 64131A105		13G		Page 9 of 11 Pages

Item 4.

Ownership.

(a)

Amount beneficially owned:

See line 9 of cover sheets. NLV II is the record owner of 1,543,115 shares of Common Stock (the “NLV II Shares”). As the sole general partner of NLV II, NLVA II may be deemed to own beneficially the NLV II Shares. As the sole general partner of NLVA II and ultimate general partner of NLV II, NLV Management II may be deemed to own beneficially the NLV II Shares. As the individual managing directors of NLV Management II, each of the NLV Managing Directors also may be deemed to own beneficially the NLV II Shares. In addition to the NLV II Shares, Hunt is the owner of 8,767 shares of Common Stock underlying a stock option exercisable within 60 days of December 31, 2018.

(b)

Percent of class:

See line 11 of cover sheets. The percentages set forth on the cover sheet for each Reporting Person are calculated based on 17,579,491 shares of Common Stock outstanding as of October 31, 2018, as reported on the Issuer’s Form 10-Q for the quarter ended September 30, 2018, as filed with the Securities and Exchange Commission on November 6, 2018, plus in the case of Hunt 8,767 shares of Common Stock subject to stock option awards that have been granted to Hunt in his capacity as a director of the Issuer and that are exercisable as of or within 60 days after December 31, 2018.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: see line 5 of cover sheets.*

(ii)

Shared power to vote or to direct the vote: see line 6 of cover sheets.*

(iii)

Sole power to dispose or to direct the disposition of: see line 7 of cover sheets.*

(iv)

Shared power to dispose or to direct the disposition of: see line 8 of cover sheets.*

*	Each Reporting Person disclaims beneficial ownership of such shares of Common Stock, except for the shares, if any, such Reporting Person holds of record and to the extent of their pecuniary interest therein.

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Under certain circumstances set forth in the limited partnership agreements of each of NLV II and NLVA II, and the limited liability company agreement of NLV Management II, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by each such entity of which they are a partner or member, as the case may be.

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.


CUSIP No. 64131A105		13G		Page 10 of 11 Pages

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

Not applicable.

Material to be Filed as Exhibits.

Exhibit 1 – Agreement Regarding Joint Filing of Schedule 13G.


CUSIP No. 64131A105		13G		Page 11 of 11 Pages

SIGNATURES

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.

Date: February 12, 2019


NEW LEAF VENTURES II, L.P.

By:	NEW LEAF VENTURE ASSOCIATES II, L.P.
	Its General Partner

	By:	NEW LEAF VENTURE MANAGEMENT II, L.L.C.
		Its General Partner

		By:	/s/ Craig L. Slutzkin
			Craig L. Slutzkin
			Chief Financial Officer

NEW LEAF VENTURE ASSOCIATES II, L.P.

By:	NEW LEAF VENTURE MANAGEMENT II, L.L.C.
	Its General Partner

	By:	/s/ Craig L. Slutzkin
		Craig L. Slutzkin
		Chief Financial Officer

NEW LEAF VENTURE MANAGEMENT II, L.L.C.

By:	/s/ Craig L. Slutzkin
	Craig L. Slutzkin
	Chief Financial Officer

*
Vijay K. Lathi

*
Ronald M. Hunt

*
Liam T. Ratcliffe

/s/ Craig L. Slutzkin

* Craig L. Slutzkin

As attorney-in-fact

*	This Schedule 13G was executed by Craig L. Slutzkin on behalf of the individuals listed above pursuant to Powers of Attorney. Note that copies of the applicable Powers of Attorney are already on file with the appropriate agencies.

EX-99.1

EXHIBIT 1

AGREEMENT REGARDING JOINT FILING OF SCHEDULE 13G

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 Common Stock of Neuronetics, Inc.

Date: February 12, 2019


NEW LEAF VENTURES II, L.P.

By:	NEW LEAF VENTURE ASSOCIATES II, L.P.
	Its General Partner

	By:	NEW LEAF VENTURE MANAGEMENT II, L.L.C.
		Its General Partner

		By:	/s/ Craig L. Slutzkin
			Craig L. Slutzkin
			Chief Financial Officer

NEW LEAF VENTURE ASSOCIATES II, L.P.

By:	NEW LEAF VENTURE MANAGEMENT II, L.L.C.
	Its General Partner

	By:	/s/ Craig L. Slutzkin
		Craig L. Slutzkin
		Chief Financial Officer

NEW LEAF VENTURE MANAGEMENT II, L.L.C.

By:	/s/ Craig L. Slutzkin
	Craig L. Slutzkin
	Chief Financial Officer

*
Vijay K. Lathi

*
Ronald M. Hunt

*
Liam T. Ratcliffe

/s/ Craig L. Slutzkin

* Craig L. Slutzkin

As attorney-in-fact

*	This Schedule 13G was executed by Craig L. Slutzkin on behalf of the individuals listed above pursuant to Powers of Attorney. Note that copies of the applicable Powers of Attorney are already on file with the appropriate agencies.