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*
| 3000 SAND HILL RD, BLDG 1, SUITE 135 |
|
(Street)
|
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)
|
Form filed by One Reporting Person |
| X |
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)
|
| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Series D Preferred Stock |
|
|
Common Stock |
541,658 |
|
I |
By Delphi Ventures V LP
|
| Series D Preferred Stock |
|
|
Common Stock |
11,166 |
|
I |
By Delphi BioInvestments IV LP
|
| Series E Preferred Stock |
|
|
Common Stock |
204,124 |
|
I |
By Delphi Ventures V LP
|
| Series E Preferred Stock |
|
|
Common Stock |
4,209 |
|
I |
By Delphi BioInvestments IV LP
|
| Series E-1 Preferred Stock |
|
|
Common Stock |
125,633 |
|
I |
By Delphi Ventures V LP
|
| Series E-1 Preferred Stock |
|
|
Common Stock |
2,590 |
|
I |
By Delphi BioInvestments IV LP
|
1. Name and Address of Reporting Person*
| 3000 SAND HILL RD, BLDG 1, SUITE 135 |
|
(Street)
|
1. Name and Address of Reporting Person*
| 3000 SAND HILL RD, BLDG 1, STE 135 |
| C/O DELPHI VENTURES |
(Street)
|
1. Name and Address of Reporting Person*
| 3000 SAND HILL RD, BLDG 1, STE 135 |
|
(Street)
|
1. Name and Address of Reporting Person*
| C/O DELPHI VENTURES |
| 3000 SAND HILL ROAD STE 135 |
(Street)
|
1. Name and Address of Reporting Person*
| 3000 SAND HILL RD |
| BUILDING 1, SUITE 135 |
(Street)
|
1. Name and Address of Reporting Person*
| 567 SAN NICOLAS DR STE 360 |
|
(Street)
|
| Explanation of Responses: |
|
|
|
|
|
/s/ David L. Douglass, Managing Member and Attorney-in-Fact |
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. |
rrd39543_44901.html
Power of Attorney
Know all by these presents, that each of the undersigned hereby
constitutes and appoints David L. Douglass, with full power of substitution,
the undersigned's true and lawful attorney in fact to:
1 prepare, execute in each of the undersigned's name and
on each of the undersigned's behalf, and submit to the U.S.
Securities and Exchange Commission, the "SEC", a form ID, including
amendments thereto, and any other documents necessary or appropriate to
obtain codes and passwords enabling the undersigned to make electronic
filings with the SEC of reports required by Section 16a of the Securities
Exchange Act of 1934 or any rule or regulation of the SEC;
2 execute for and on behalf of each of the undersigned, in each
of the undersigned's capacity as an director and/or 10% holder of
Neurometrix, Inc, the "Company", Forms 3, 4 and 5 in accordance with
Section 16a of the Securities Exchange Act of 1934 or any rules thereunder;
3 do and perform any and all acts for and on behalf of each of
the undersigned which may be necessary or desirable to complete and execute
any such Form 3, 4, or 5, complete and execute any amendment or amendments
thereto, and timely file such form with the SEC and any stock exchange or
similar authority; and
4 take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney in fact may be of
benefit to, in the best interest of, or legally required by the undersigned,
it being understood that the documents executed by such attorney in fact on
behalf of each of the undersigned pursuant to this power of attorney shall be
in such form and shall contain such terms and conditions as such attorney in
fact may approve in such attorney in fact's discretion.
Each of the undersigned hereby grants to such attorney in fact full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as
the each of the undersigned might or could do if personally present, with
full power of substitution or revocation, hereby ratifying and confirming
all that such attorney in fact, or such attorney in fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this
power of attorney and the rights and powers herein granted. Each undersigned
acknowledges that the foregoing attorney in fact, in serving in such capacity
at the request of each of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934.
The power of attorney shall remain in full force and effect until
either one of the undersigned is no longer required to file forms 3, 4, and 5
with respect to each of the undersigned's holdings of and transactions in
securities issued by the Company, unless ealier revoked by either one of the
undersigned in writing delivered to the foregoing attorney in fact.
In witness whereof, the undersigned has caused this power of attorney
to be executed as of this 21th day of July, 2004.
/s/ Donald J. Lothrop /s/ James J. Bochnowski
Signature Signature
Donald J. Lothrop James J. Bochnowski
Print Name Signature
