SC 13G 1 brhc10047873_sc13g.htm SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.)*

Neuronetics Inc

(Name of Issuer)

COM

Please enter the share class name

(Title of Class of Securities)

64131A105

(CUSIP Number)

December 30, 2022

(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).

Item 1.

(a)

Name of Issuer

Neuronetics Inc

(b)

Address of Issuer's Principal Executive Offices

C/O The Corporation Trust Company, Corporation Trust Center 1209 Orange Street, Wilmington, US-DE, 19801, US

Item 2.

(a)

Name of Person Filing

Schroder Investment Management North America Inc

(b)

Address of Principal Business Office or, if none, Residence

Schroder Investment Management North America Inc

(c)

Citizenship

United States

(d)

Title of Class of Securities

COM

(e)

CUSIP Number

64131A105

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is:

(a)

A Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

(b)

A Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

An investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

☒ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)

A group, in accordance with §240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership.

(a)

Amount beneficially owned:

894,585

(b)

Percent of class:

3.28%.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

894,585

(ii)

Shared power to vote or to direct the vote:

(iii)

Sole power to dispose or to direct the disposition of:

894,585

(iv)

Shared power to dispose or to direct the disposition of:

Item 5.

Ownership of 5% 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 [X].

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable

Item 8.

Identification and Classification of Members of the Group

Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any syndicate or group with respect to the issuer or any securities of the issuer.

Item 9.

Notice of Dissolution of Group

Item 10.

Certifications

By signing below each signatory certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

	February 8, 2023

	By:	/s/ Philip Middleton
	Name:	Philip Middleton
	Title:	Chief Executive Officer
	Schroder Investment Management North America Inc

SEC Form SC 13G filed by Neuronetics Inc.