SC 13G/A

NAME OF REPORTING PERSONS

  InterWest Partners VIII, LP

  I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S) (ENTITIES ONLY)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

California

SC 13G/A 1 d146165dsc13ga.htm SC 13G/A SC 13G/A

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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 3 )*

Neuronetics, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

64131A 105

(CUSIP Number)

December 31, 2021

(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)

*	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. 64131A 105		13G		Page 2 of 7 Pages

(1)	Based upon 26,367,959 shares of the Issuer’s Common Stock outstanding as of November 4, 2021, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2021.


Cusip No. 64131A 105		13G		Page 3 of 7 Pages

(1)	Based upon 26,367,959 shares of the Issuer’s Common Stock outstanding as of November 4, 2021, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2021.


Cusip No. 64131A 105		13G		Page 4 of 7 Pages

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.


Cusip No. 64131A 105		13G		Page 5 of 7 Pages

ITEM 1.

(a)

NAME OF ISSUER : Neuronetics, Inc.

(b)

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICE:

3222 Phoenixville Pike, Malvern, PA 19355

ITEM 2.

(a)

NAME OF PERSON(S) FILING:

InterWest Partners VIII, LP (“IWP VIII”)

InterWest Management Partners VIII, LLC (“IMP VIII”)

Gilbert H. Kliman (“Kliman”)

(b)

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

467 First Street, Suite 201, Los Altos, CA 94022

(c)

CITIZENSHIP/PLACE OF ORGANIZATION:

IWP VIII: California

IMP VIII: California

Kliman: United States

(d)

TITLE OF CLASS OF SECURITIES: Common Stock

(e)

CUSIP NUMBER: 64131A 105

ITEM 3. NOT APPLICABLE.

ITEM 4. OWNERSHIP.


	IWP VIII			IMP VIII (1)			Kliman (2)
Beneficial Ownership		0			0			1,000
Percentage of Class		0% (3	)		0% (3	)		0% (3	)
Sole Voting Power		0			0			1,000
Shared Voting Power		0			0			0
Sole Dispositive Power		0			0			1,000
Shared Dispositive Power		0			0			0

(1)	IMP VIII serves as the general partner of IWP VIII.

(2)	Kliman is the Managing Director of IMP VIII.

(3)	Based upon 26,367,959 shares of the Issuer’s Common Stock outstanding as of November 4, 2021, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2021.


Cusip No. 64131A 105		13G		Page 6 of 7 Pages

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒

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.


Cusip No. 64131A 105		13G		Page 7 of 7 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.

Date: February 14, 2022


By: /s/ Gilbert H. Kliman Name: Gilbert H. Kliman	INTERWEST PARTNERS VIII, LP
	By: InterWest Management Partners VIII, LLC its General Partner

	By:	/s/ Gilbert H. Kliman

	INTERWEST MANAGEMENT PARTNERS VIII, LLC

	By:	/s/ Gilbert H. Kliman
		Managing Director

SEC Form SC 13G/A filed by Neuronetics Inc. (Amendment)