SC 13G/A 1 neuronetics_13gadec312021.htm SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. 1)*

Under the Securities Exchange Act of 1934

Neuronetics, Inc.

(Name of Issuer)

Common stock, $0.01 par value

(Title of Class of Securities)

64131A105

(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 13G is filed:

[ ] Rule 13d-1(b)

[ ] Rule 13d-1(c)

[X] 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. 64131A105
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only): Investor Growth Capital Holding, LLC
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)_____ (b)______
(3) SEC Use Only
(4) Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	(5) Sole Voting Power: 0
	(6) Shared Voting Power: 0
	(7) Sole Dispositive Power: 0
	(8) Shared Dispositive Power: 0
(9) Aggregate Amount Beneficially Owned by Each Reporting Person: 0
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): N/A
(11) Percent of Class Represented by Amount in Row (9): 0%
(12) Type of Reporting Person (See Instructions): HC

Item 1(a). Name Of Issuer. Neuronetics, Inc.

Item 1(b). Address of Issuer's Principal Executive Offices.

3222 Phoenixville Pike, Malvern, PA 19355

Item 2(a). Name of Person Filing. Investor Growth Capital Holding, LLC

Item 2(b). Address of Principal Business Office or, if None, Residence.

1177 Avenue of the Americas, 47th Floor, New York, New York 10036

Item 2(c). Citizenship.

Delaware

Item 2(d). Title of Class of Securities. Common stock, par value $0.01 per share

Item 2(e). CUSIP No. 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:

Not Applicable.

Item 4. Ownership:

	(a) Amount Beneficially Owned:		0
	(b) Percent of Class:		0%
	(c) Number of Shares as to which such person has:
		(i) sole power to vote or to direct the vote:	0
		(ii) shared power to vote or to direct the vote:	0
		(iii) sole power to dispose or to direct the disposition of:	0
		(iv) shared power to dispose or to direct the disposition of:	0

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 5 percent of the class of securities, check the following [X].

Item 6. Ownership of More Than Five 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.

Not Applicable.

Item 8. Identification and Classification of Members of the Group.

Not Applicable.

Item 9. Notice of Dissolution of Group.

Not Applicable.

Item 10. Certification.

By signing below I certify that, to the best of my 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, I certify that the information set forth in this statement is true, complete and correct.

January 25, 2022

INVESTOR GROWTH CAPITAL HOLDING, LLC

By: /s/ Michael V. Oporto

Name: Michael V. Oporto

Title: Authorized Signatory

By: /s/ Yuriy Prilutskiy

Name: Yuriy Prilutskiy

Title: Authorized Signatory

Attention: Intentional misstatements or omissions of fact constitute

Federal criminal violations (See 18 U.S.C. 1001)

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