SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )
Neurometrix, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.0001 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
641255104
--------------------------------------------------------------------------------
(CUSIP Number)
October 13, 2010
--------------------------------------------------------------------------------
(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)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
CUSIP No. 641255104
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
(1) GRT Capital Partners, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
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
1,357,425
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,357,425
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,357,425
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.88%
12. TYPE OF REPORTING PERSON
IA
----------
(1) GRT Capital Partners, L.L.C. may be deemed to be the beneficial owner of
such securities by virtue of its role as the investment manager of the
investment funds which own such securities.
CUSIP No. 641255104
----------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
(1) GRT Health Care GP, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
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
1,091,615
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,091,615
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,091,615
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.73%
12. TYPE OF REPORTING PERSON
OO
----------
(1) GRT Health Care GP, L.L.C. may be deemed to be the beneficial owner of such
securities by virtue of its role as the general partner of the investment fund
which owns such securities.
CUSIP No. 641255104
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
GRT Health Care, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
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
1,091,615
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,091,615
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,091,615
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.73%
12. TYPE OF REPORTING PERSON
PN
CUSIP No. 641255104
---------
Item 1(a). Name of Issuer:
Neurometrix, Inc.
--------------------------------------------------------------------
Item 1(b). Address of Issuer's Principal Executive Offices:
62 Fourth Avenue
Waltham, Massachusetts 02451
--------------------------------------------------------------------
Item 2(a). Name of Person Filing:
GRT Capital Partners, L.L.C.
GRT Health Care GP, L.L.C.
GRT Health Care, L.P.
--------------------------------------------------------------------
Item 2(b). Address of Principal Business Office, or if None, Residence:
GRT Capital Partners, L.L.C.
50 Milk Street, Floor 21
Boston, MA 02109
GRT Health Care GP, L.L.C.
50 Milk Street, Floor 21
Boston, MA 02109
GRT Health Care, L.P.
50 Milk Street, Floor 21
Boston, MA 02109
--------------------------------------------------------------------
Item 2(c). Citizenship:
GRT Capital Partners, L.L.C. - Delaware limited liability company GRT
Health Care GP, L.L.C. - Delaware limited liability company GRT
Health Care, L.P. - Delaware limited partnership
--------------------------------------------------------------------
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.0001 per share
--------------------------------------------------------------------
Item 2(e). CUSIP Number:
641255104
--------------------------------------------------------------------
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [_] Investment company registered under Section 8 of the Investment
Company Act.
(e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
GRT Capital Partners, L.L.C. - 1,357,425
GRT Health Care GP, L.L.C. - 1,091,615
GRT Health Care, L.P. - 1,091,615
------------------------------------------------------------------------
(b) Percent of class:
GRT Capital Partners, L.L.C. - 5.88%
GRT Health Care GP, L.L.C. - 4.73%
GRT Health Care, L.P. - 4.73%
------------------------------------------------------------------------
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
GRT Capital Partners, L.L.C. - 0
GRT Health Care GP, L.L.C. - 0
GRT Health Care, L.P. - 0
------------------------------------------------------------------------
(ii) Shared power to vote or to direct the vote
GRT Capital Partners, L.L.C. - 1,357,425
GRT Health Care GP, L.L.C. - 1,091,615
GRT Health Care, L.P. - 1,091,615
------------------------------------------------------------------------
(iii) Sole power to dispose or to direct the disposition of
GRT Capital Partners, L.L.C - 0
GRT Health Care GP, L.L.C. - 0
GRT Health Care, L.P. - 0
------------------------------------------------------------------------
(iv) Shared power to dispose or to direct the disposition of
GRT Capital Partners, L.L.C. - 1,357,425
GRT Health Care GP, L.L.C. - 1,091,615
GRT Health Care, L.P. - 1,091,615
------------------------------------------------------------------------
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
five percent of the class of securities check the following [X].
On November 15, 2010, GRT Health Care, L.P. and GRT Health Care GP,
L.L.C. became the beneficial owners of more than five percent of the class of
securities. As of the date hereof, GRT Health Care, L.P. and GRT Health Care GP,
L.L.C. cease to be the beneficial owners of more than five percent of the class
of securities.
--------------------------------------------------------------------------------
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
N/A
------------------------------------------------------------------------
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
N/A
------------------------------------------------------------------------
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
N/A
------------------------------------------------------------------------
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
N/A
------------------------------------------------------------------------
Item 10. Certifications.
By signing below the Reporting Person certifies that, to the best of his
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 such 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.
February 9, 2011
---------------------------------------
(Date)
GRT Capital Partners, L.L.C.*
By: /s/ Timothy A. Krochuk
----------------------
Name: Timothy A. Krochuk
Title: Authorized Person
GRT Health Care GP, L.L.C.*
By: /s/ Timothy A. Krochuk
----------------------
Name: Timothy A. Krochuk
Title: Authorized person
GRT Health Care, L.P.*
By: /s/ Timothy A. Krochuk
----------------------
Name: Timothy A. Krochuk
Title: Authorized Person
* The Reporting Person disclaims beneficial ownership over the securities
reported herein except to the extent of the reporting persons' pecuniary
interest therein.
EXHIBIT A
AGREEMENT
The undersigned agree that this Schedule 13G dated February 9, 2011
relating to the Common Stock of Neurometrix, Inc. shall be filed on behalf of
the undersigned.
GRT Capital Partners, L.L.C.
By: /s/ Timothy A. Krochuk
----------------------
Name: Timothy A. Krochuk
Title: Authorized Person
GRT Health Care GP, L.L.C.
By: /s/ Timothy A. Krochuk
----------------------
Name: Timothy A. Krochuk
Title: Authorized person
GRT Health Care, L.P.
By: /s/ Timothy A. Krochuk
----------------------
Name: Timothy A. Krochuk
Title: Authorized Person
SK 03781 0017 1169609