Sec Form 13G Filing - New Leaf Ventures II L.P. filing for Neuronetics Inc. (STIM) - 2020-02-12

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.

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

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

1,039,285 (1)

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

1,039,285 (1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,039,285 (1)

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.6% (2)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

PN

All such shares are held of record by New Leaf Ventures II, L.P. (“NLV II”). New Leaf Venture Associates II, L.P. (“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. New Leaf Venture Management II, L.L.C. (“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 Ronald M. Hunt (“Hunt”) and Vijay K. Lathi, (“Lathi”), 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.

Based on 18,632,268 shares of Common Stock outstanding as of October 31, 2019, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed with the United States Securities and Exchange Commission on November 5, 2019 (the “Form 10-Q”).

NAMES OF REPORTING PERSONS

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

New Leaf Venture Associates 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

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

1,039,285 (1)

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

1,039,285 (1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,039,285 (1)

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.6% (2)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

PN

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 partne r 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.

Based on 18,632,268 shares of Common Stock outstanding as of October 31, 2019, as reported by the Issuer in its Form 10-Q.

NAMES OF REPORTING PERSONS

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

New Leaf Venture Management II, L.L.C.

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

(a)  ☐        (b)  ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

1,039,285 (1)

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

1,039,285 (1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,039,285 (1)

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.6% (2)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO

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.

Based on 18,632,268 shares of Common Stock outstanding as of October 31, 2019, as reported by the Issuer in its Form 10-Q.

NAMES OF REPORTING PERSONS

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

Ronald M. Hunt

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

(a)  ☐        (b)  ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States citizen

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

9,614 (1)

SHARED VOTING POWER

1,039,285 (2)

SOLE DISPOSITIVE POWER

9,614 (1)

SHARED DISPOSITIVE POWER

1,039,285 (2)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,048,899 (1)(2)

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.6% (3)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

The shares reported in rows 5 and 7 above consist of (i) 847 shares of Common Stock held of record by Hunt plus (ii) 8,767 shares of Common Stock underlying a stock option directly owned by Hunt and exercisable within 60 days of December 31, 2019.

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.

Based on 18,641,035 shares of Common Stock, calculated as follows: (i) 18,632,268 shares of Common Stock outstanding as of October 31, 2019, as reported by the Issuer in its Form 10-Q, plus (ii) 8,767 shares of Common Stock subject to stock option awards that have been granted to Hunt in his prior capacity as a director of the Issuer and that are exercisable as of or within 60 days after December 31, 2019.

NAMES OF REPORTING PERSONS

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

Vijay K. Lathi

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

(a)  ☐        (b)  ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States citizen

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

1,039,285 (1)

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

1,039,285 (1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,039,285 (1)

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.6% (2)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

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.

Based on 18,632,268 shares of Common Stock outstanding as of October 31, 2019, as reported by the Issuer in its Form 10-Q.

4. Ownership.

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.

/s/ Craig L. Slutzkin

/s/ Craig L. Slutzkin

/s/ Craig L. Slutzkin

*

*

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.