SEC Filing | NeuroMetrix

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

BancBoston Ventures, Inc.

(Last)

(First)

(Middle)

175 FEDERAL STREET

10TH FLOOR

(Street)

BOSTON

02110

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/21/2004

3. Issuer Name and Ticker or Trading Symbol
NeuroMetrix, Inc. [ NURO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	345,515	⁽²⁾	D
Series E Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	416,667	⁽³⁾	D
Series E-1 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	173,734	⁽⁴⁾	D

Explanation of Responses:

1. These securities are preferred stock of NeuroMetrix and do not have an expiration date. These securities will automatically convert into shares of NeuroMetrix's Common Stock upon the closing of NeuroMetrix's initial public offering.

2. Each share of Series D Convertible Preferred Stock is convertible in approximately 0.3109640 shares of Common Stock.

3. Each share of Series E Convertible Preferred Stock is convertible into approximately 0.4687500 shares of Common Stock.

4. Each share of Series E-1 Convertible Preferred Stock is convertible into approximately 0.2500000 shares of Common Stock.

	/s/ Deirdre A. Cunnane, Vice President, BancBoston Ventures Inc.	07/21/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

(Page 3 of 5)

EXHIBIT 99.1

Information Regarding Joint Filers

Designated Filer of Form 3: BancBoston Ventures, Inc.

Item 2. Date of Event Requiring Statement: July 21, 2004

Item 4. Issuer Name and Ticker Symbol: NeuroMetrix, Inc. (NURO)

Designated Filer:	Ownership Form	Nature of Indirect Beneficial Ownership
BancBoston Ventures, Inc. 175 Federal Street, 10^th Floor Boston, MA 02110	Direct
Joint Filers:
Bank of America Corporation 100 North Tryon Street Bank of America Plaza Charlotte, NC 28255	Indirect	Indirect 100% Owner of Reported Shares, as 100% Parent of Fleet National Bank
Fleet National Bank 175 Federal Street, 10^th Floor Boston, MA 02110	Indirect	Indirect 100% Owner of Reported Shares, as 100% Parent of BancBoston Ventures, Inc.

SIGNATURES

BANK OF AMERICA CORPORATION

By: /s/ Michael Bernadino Date: July 21, 2004

Title: Senior Vice President

FLEET NATIONAL BANK

By: /s/ Michael Bernadino Date: July 21, 2004

Title: Senior Vice President