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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

DELPHI MANAGEMENT PARTNERS IV LLC

(Last)

(First)

(Middle)

3000 SAND HILL RD, BLDG 1, SUITE 135

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series D Preferred Stock	^{( 1 )}	^{( 2 )}	Common Stock	541,658	^{( 3 )}	I	By Delphi Ventures V LP ^{( 4 )}
Series D Preferred Stock	^{( 1 )}	^{( 2 )}	Common Stock	11,166	^{( 3 )}	I	By Delphi BioInvestments IV LP ^{( 4 )}
Series E Preferred Stock	^{( 1 )}	^{( 2 )}	Common Stock	204,124	^{( 3 )}	I	By Delphi Ventures V LP ^{( 4 )}
Series E Preferred Stock	^{( 1 )}	^{( 2 )}	Common Stock	4,209	^{( 3 )}	I	By Delphi BioInvestments IV LP ^{( 4 )}
Series E-1 Preferred Stock	^{( 1 )}	^{( 2 )}	Common Stock	125,633	^{( 3 )}	I	By Delphi Ventures V LP ^{( 4 )}
Series E-1 Preferred Stock	^{( 1 )}	^{( 2 )}	Common Stock	2,590	^{( 3 )}	I	By Delphi BioInvestments IV LP ^{( 4 )}

1. Name and Address of Reporting Person^*

DELPHI MANAGEMENT PARTNERS IV LLC

(Last)

(First)

(Middle)

3000 SAND HILL RD, BLDG 1, SUITE 135

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

DELPHI VENTURES IV LP

(Last)

(First)

(Middle)

3000 SAND HILL RD, BLDG 1, STE 135

C/O DELPHI VENTURES

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

DELPHI BIOINVESTMENTS IV LP

(Last)

(First)

(Middle)

3000 SAND HILL RD, BLDG 1, STE 135

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BOCHNOWSKI JAMES J

(Last)

(First)

(Middle)

C/O DELPHI VENTURES

3000 SAND HILL ROAD STE 135

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

DOUGLASS DAVID L

(Last)

(First)

(Middle)

3000 SAND HILL RD

BUILDING 1, SUITE 135

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LOTHROP DONALD J

(Last)

(First)

(Middle)

567 SAN NICOLAS DR STE 360

(Street)

NEWPORT BEACH

92660

(City)

(State)

(Zip)

Explanation of Responses:

1. Immediately.

2. Not Applicable.

3. Reflects a conversion of one to one with the common stock.

4. Delphi Management Partners IV, L.L.C. ("DM") is the General Partner of Delphi Ventures IV, L.P. ("DV") and Delphi BioInvestments IV, L.P. ("DB"). David L. Douglass, James J. Bochnowski and Donald J. Lothrop (collectively the "Managing Members") are the managing members of DM. The Managing Members and DM may be deemed beneficial owners of the reported shares but each disclaims beneficial ownership in the shares held by DV and DB and each of the Managing Members disclaims beneficial ownership in the shares held by DM, except to the extent of any indirect pecuniary interest therein.

	/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).
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