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March 15, 2024
Ryan Siegal
Executive Officer
RS Fund LP
420 E 51st Street, Unit 8d
New York, NY 10022
Re: RS Fund LP
NeuroMetrix, Inc.
Schedule 13D Filed
by RS Fund LP
Filed February 26,
2024
File No. 005-80350
Dear Ryan Siegal:
We have reviewed the
above-captioned filing, and have the following comments.
Please respond to this letter by amending the filing or by
providing the requested
information. If you do not believe our comments apply to your facts and
circumstances or that an
amendment is appropriate, please advise us why in a response letter.
After reviewing any amendment to the filing and any information
provided in response to
these comments, we may have additional comments.
Schedule 13D Filed February 26, 2024
General
1. We note the date of the
event reported as requiring the filing of the Schedule 13D was
February 13, 2024. Rule
13d-1(a) of Regulation 13D-G requires the filing of a Schedule
13D within five
business days after the date beneficial ownership of more than five
percent of a class of
equity securities specified in Rule 13d-1(i)(1) was acquired. Based on
the February 13, 2024
event date, the Schedule 13D submitted on February 26, 2024 was
not timely filed.
Please advise us why the Schedule 13D was not filed within the required
five business days
after the date of the acquisition.
2. We note that a Schedule
13G was filed on February 20, 2024, and that the check box was
marked on the cover
page of this Schedule 13D indicating that the filing person is filing
this schedule because
of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g). Given the event
date listed for both
schedules is February 13, 2024, please advise us which of these three
Ryan Siegal
RS Fund LP
March 15, 2024
Page 2
rules was the basis for the transition from Schedule 13G to Schedule
13D.
3. We note the disclosure offered in response to Item 3 of Schedule 13D
indicates that
personal funds were used to make the purchase of equity securities
that precipitated the
filing of this Schedule 13D. Please advise us, with a view toward
revised disclosure, why
you, Ryan Siegal, the Executive Officer of RS Fund LP, were not
identified as a beneficial
owner on a cover page within this filing or a filing made independent
of this one. Refer to
Rule 13d-3(a) of Regulation 13D-G, which rule provision makes clear
that a beneficial
owner includes any person who, directly or indirectly, through any
contract, arrangement,
understanding, relationship, or otherwise has or shares voting or
investment power over a
class of equity security specified in Rule 13d-1(i)(1). To the extent
that changes are made
to reflect joint beneficial ownership over the securities for which
beneficial ownership has
been reported in this filing, please be advised that additional
changes would need to be
made to reflect that RS Fund LP is not the sole beneficial owner of
the NeuroMetrix, Inc.
common stock reflected in this Schedule 13D.
4. Please amend Item 4 of the Schedule 13D to include any plans or
proposals which relate
to or would result in the enumerated items listed in subsections
(a)-(j). To the extent no
further plans or proposals responsive to subsections (a)-(j) exist,
please affirmatively so
state. See Instruction A within the Special Instructions for Complying
With Schedule 13D
at Rule 13d-101 of Regulation 13D-G.
We remind you that the filing person is responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Shane Callaghan at 202-551-6977 or
Nicholas Panos at
202-551-3266.
FirstName LastNameRyan Siegal Sincerely,
Comapany NameRS Fund LP
Division of
Corporation Finance
March 15, 2024 Page 2 Office of
Mergers & Acquisitions
FirstName LastName