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 persons 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 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
New Leaf Ventures II, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
1,543,115 (1) | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
1,543,115 (1) |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,543,115 (1) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.8% (2) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
(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 Issuers 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 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
New Leaf Venture Associates II, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
1,543,115 (1) | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
1,543,115 (1) |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,543,115 (1) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.8% (2) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
(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 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
New Leaf Venture Management II, L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
1,543,115 (1) | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
1,543,115 (1) |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,543,115 (1) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.8% (2) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
(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 5 of 11 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ronald M. Hunt | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
8,767 (1) | ||||
6 | SHARED VOTING POWER
1,543,115 (2) | |||||
7 | SOLE DISPOSITIVE POWER
8,767 (1) | |||||
8 | SHARED DISPOSITIVE POWER
1,543,115 (2) |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,551,882 (1)(2) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.8% (3) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
(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 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Vijay K. Lathi | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
1,543,115 (1) | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
1,543,115 (1) |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,543,115 (1) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.8% (2) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
(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 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Liam T. Ratcliffe | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
1,543,115 (1) | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
1,543,115 (1) |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,543,115 (1) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.8% (2) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
(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 8 of 11 Pages |
Schedule 13G
Item 1(a). | Name of Issuer: |
Neuronetics, Inc. (the Issuer).
Item 1(b). | Address of Issuers 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 Issuers 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. |
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. |