Amended Statement of Ownership (sc 13g/a)
February 14 2020 - 7:08AM
Edgar (US Regulatory)
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OMB APPROVAL
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OMB Number:
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3235-0145
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Expires:
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February 28, 2010
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Estimated average burden
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hours per response
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10.4
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(AMENDMENT NO__1_____)*
Neuronetics,
Inc.
(Name of Issuer)
Common Stock
(Title of
Class of Securities)
64131A 105
(CUSIP Number)
December 31, 2019
(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)
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*
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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.
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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).
Page 1 of 11 Pages
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Cusip No. 64131A 105
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13G
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Page
2
of 11 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
InterWest
Partners VIII, LP
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
California
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
994,315
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
994,315
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
994,315
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
5.3% (1)
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12
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TYPE OF REPORTING
PERSON
PN
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(1)
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Based upon 18,632,268 shares of the Issuer’s Common Stock outstanding as of October 31, 2019, as
reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 5, 2019.
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Page 2 of 11 Pages
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Cusip No. 64131A 105
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13G
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Page
3
of 11 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
InterWest
Investors VIII, LP
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
California
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
7,932
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
7,932
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,932
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1% (1)
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12
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TYPE OF REPORTING
PERSON
PN
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(1)
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Based upon 18,632,268 shares of the Issuer’s Common Stock outstanding as of October 31, 2019, as
reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 5, 2019.
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Page 3 of 11 Pages
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Cusip No. 64131A 105
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13G
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Page
4
of 11 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
InterWest
Investors Q VIII, LP
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
California
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
28,442
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
28,442
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,442
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
0.2% (1)
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12
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TYPE OF REPORTING
PERSON
PN
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(1)
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Based upon 18,632,268 shares of the Issuer’s Common Stock outstanding as of October 31, 2019, as
reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 5, 2019.
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Page 4 of 11 Pages
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Cusip No. 64131A 105
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13G
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Page
5
of 11 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
InterWest Management Partners VIII, LLC (the General Partner of InterWest Partners VIII, LP, InterWest Investors VIII, LP, and InterWest
Investors Q VIII, LP)
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
California
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
1,030,689
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
1,030,689
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,030,689
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
5.5% (1)
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12
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TYPE OF REPORTING
PERSON
OO
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(1)
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Based upon 18,632,268 shares of the Issuer’s Common Stock outstanding as of October 31, 2019, as
reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 5, 2019.
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Page 5 of 11 Pages
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Cusip No. 64131A 105
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13G
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Page
6
of 11 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
Gilbert H.
Kliman (a Managing Director of InterWest Management Partners VIII, LLC)
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United
States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,030,689
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,030,689
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,030,689
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
5.5%
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12
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TYPE OF REPORTING
PERSON
IN
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Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by
Gilbert H. Kliman that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is
expressly disclaimed, except to the extent of his pecuniary interest.
Page 6 of 11 Pages
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Cusip No. 64131A 105
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13G
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Page
7
of 11 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)
Arnold L.
Oronsky (a Managing Director of InterWest Management Partners VIII, LLC)
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United
States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
REPORTING
PERSON
WITH
|
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,030,689
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,030,689
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,030,689
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
5.5%
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12
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TYPE OF REPORTING
PERSON
IN
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Neither the filing of this statement on Schedule 13G nor any of its contents shall be deemed to constitute an admission by
Arnold L. Oronsky that he is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is
expressly disclaimed, except to the extent of his pecuniary interest.
Page 7 of 11 Pages
ITEM 1.
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(a)
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NAME OF ISSUER : Neuronetics, Inc.
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(b)
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ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICE:
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3222 Phoenixville Pike, Malvern, PA 19355
ITEM 2.
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(a)
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NAME OF PERSON(S) FILING:
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InterWest Partners VIII, LP (“IWP VIII”)
InterWest Investors VIII, LP (“II VIII”)
InterWest Investors Q VIII, LP (“IIQ VIII”)
InterWest Management Partners VIII, LLC (“IMP VIII”)
Gilbert H. Kliman (“Kliman”)
Arnold L. Oronsky (“Oronsky”)
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(b)
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
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2710 Sand Hill Road, Suite 200, Menlo Park, CA 94025
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(c)
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CITIZENSHIP/PLACE OF ORGANIZATION:
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IWP VIII:
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California
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II VIII:
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California
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IIQ VIII:
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California
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IMP VIII:
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California
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Kliman:
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United States
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Oronsky:
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United States
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Page 8 of 11 Pages
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(d)
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TITLE OF CLASS OF SECURITIES: Common Stock
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(e)
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CUSIP NUMBER: 64131A 105
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ITEM 3. NOT APPLICABLE.
ITEM 4. OWNERSHIP.
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IWP VIII
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II VIII
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IIQ VIII
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IMP VIII (1)
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Beneficial Ownership
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994,315
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7,932
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28,442
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1,030,689
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Percentage of Class
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5.3
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% (3)
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Less than 0.1
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% (3)
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0.2
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% (3)
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5.5
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% (3)
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Sole Voting Power
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994,315
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7,932
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28,442
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1,030,689
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Shared Voting Power
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0
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0
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0
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0
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Sole Dispositive Power
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994,315
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7,932
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28,442
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1,030,689
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Shared Dispositive Power
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0
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0
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0
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0
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Kliman (2)
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Oronsky (2)
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Beneficial Ownership
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1,030,689
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1,030,689
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Percentage of Class
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5.5
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% (3)
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5.5
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% (3)
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Sole Voting Power
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0
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0
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Shared Voting Power
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1,030,689
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1,030,689
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Sole Dispositive Power
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0
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0
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Shared Dispositive Power
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1,030,689
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1,030,689
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(1)
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IMP VIII serves as the general partner of IWP VIII, II VIII and IIQ VIII.
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(2)
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Kliman and Oronsky are Managing Directors of IMP VIII, and share voting and dispositive power over the shares
held by IWP VIII, II VIII, and IIQ VIII. Beneficial ownership is expressly disclaimed, except to the extent of their pecuniary interest.
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(3)
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Based upon 18,632,268 shares of the Issuer’s Common Stock outstanding as of October 31, 2019, as
reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 5, 2019.
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Page 9 of 11 Pages
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ITEM 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE
PERCENT ON BEHALF OF ANOTHER PERSON.
Under certain circumstances set forth in the limited liability company operating agreement of IMP VIII, the
members of such limited liability company have the right to receive dividends from, or the proceeds from the sale of, the common stock of Issuer beneficially owned by such limited liability company.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND
CLASSIFICATION OF MEMBERS OF THE GROUP.
No reporting person is a member of a group as defined in section
240.13d-1(b)(1)(iii)(H) of the Act.
ITEM 9. NOTICE OF DISSOLUTION OF THE GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
Not applicable.
EXHIBITS
Joint Filing Statement attached as Exhibit A.
Page 10 of 11 Pages
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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By:
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/s/ Gilbert H. Kliman by Karen A. Wilson, Power of Attorney
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INTERWEST PARTNERS VIII, LP
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Name: Gilbert H. Kliman
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By: InterWest Management Partners VIII, LLC
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its General Partner
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By:
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/s/ Arnold L.
Oronsky
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By:
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/s/ Arnold L. Oronsky
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Name: Arnold L. Oronsky
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INTERWEST INVESTORS VIII, LP
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By:
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InterWest Management Partners VIII, LLC
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its General Partner
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By:
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/s/ Arnold L. Oronsky
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Managing Director
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INTERWEST INVESTORS Q VIII, LP
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By:
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InterWest Management Partners VIII, LLC
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its General Partner
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By:
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/s/ Arnold L. Oronsky
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Managing Director
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INTERWEST MANAGEMENT PARTNERS VIII, LLC
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By:
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/s/ Arnold L. Oronsky
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Managing Director
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Page 11 of 11 Pages
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