Neuronetics, Inc. — Major Shareholding Notification 2023

Feb 13, 2023

SC 13G/A 1 formsc13ga.htm

Field: Rule-Page

Field: /Rule-Page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. 1)*

Neuronetics, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

64131A105

(CUSIP Number)

December 31, 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)

Field: Rule-Page

Field: /Rule-Page

*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).

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

CUSIP No.: 64131A105

1.
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Parian
Global Management LP

1. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ☐

(b) ☐

1. SEC USE ONLY

4.
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.
0

6.
760,410
(See Item 4 below)

7.
0

8.
760,410
(See Item 4 below)

9.
760,410
(See Item 4 below)

1. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

☐

11.
2.79%

12.
IA

Field: Page; Sequence: 2

Field: /Page

CUSIP No.: 64131A105

1.
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CCZG
LLC

1. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ☐

(b) ☐

1. SEC USE ONLY

4.
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.
0

6.
760,410
(See Item 4 below)

7.
0

8.
760,410
(See Item 4 below)

9.
760,410
(See Item 4 below)

1. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

☐

11.
2.79%

12.
(SEE
INSTRUCTIONS)
HC

Field: Page; Sequence: 3

Field: /Page

CUSIP No.: 64131A105

1.
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Zachary
C. Miller

1. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ☐

(b) ☐

1. SEC USE ONLY

4.
United
States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.
0

6.
760,410
(See Item 4 below)

7.
0

8.
760,410
(See Item 4 below)

9.
760,410
(See Item 4 below)

1. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

☐

11.
2.79%

12.
HC,
IN

Field: Page; Sequence: 4

Field: /Page

CUSIP No.: 64131A105

| Item

1. | (a). | Name of Issuer: | | --- | --- | --- | | | | Neuronetics, Inc. | | | (b). | Address of issuer’s principal executive offices: | | | | 3222 Phoenixville Pike | | | | Malvern, PA 19355 | | Item
2. | (a). | Name of person filing: | | | | Parian Global Management LP | | | | CCZG LLC | | | | Zachary C. Miller | | | (b). | Address or principal business office or, if none, residence: | | | | c/o Parian Global Management LP P.O. Box 2613 Telluride, Colorado 81435 | | | (c). | Citizenship: | | | | Parian Global Management LP – Delaware | | | | CCZG LLC – Delaware Zachary C. Miller – United States | | | (d). | Title of class of securities: | | | | Common Stock, par value $0.01 per share | | | (e). | CUSIP No.: | | | | 64131A105 |

Field: Page; Sequence: 5

Field: /Page

CUSIP No.: 64131A105

| Item

3.
N/A

| Item

4.
Shares
reported herein are beneficially owned by Parian Global Management LP (“Parian”) in its capacity as investment manager to
private investment vehicles. CCZG LLC serves as general partner of Parian, and Mr. Miller is the managing member of CCZG LLC. Shares
reported herein for CCZG LLC and Mr. Miller represent the above referenced shares reported with respect to Parian. Each of the Reporting
Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein. The
percentages reported herein are calculated based upon (1) the statement in the Issuer’s Report on Form 10-Q for the quarterly period
ended September 30, 2022, as filed with the Securities and Exchange Commission on November 8, 2022, that there were 27,221,490
shares of Common Stock of the Issuer outstanding as of November 4, 2022.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item

1. |

(a)
Parian
Global Management LP – 760,410
CCZG
LLC – 760,410
Zachary
C. Miller – 760,410

(b)
Parian
Global Management LP –2.79%
CCZG
LLC – 2.79%
Zachary
C. Miller – 2.79%

(c) Number of shares as to which the person has:

(i)
Parian
Global Management LP – 0
CCZG
LLC – 0
Zachary
C. Miller – 0

(ii)
Parian
Global Management LP – 760,410
CCZG
LLC – 760,410
Zachary
C. Miller – 760,410

(iii)
Parian
Global Management LP – 0
CCZG
LLC – 0
Zachary
C. Miller – 0

(iv)
Parian
Global Management LP – 760,410
CCZG
LLC – 760,410
Zachary
C. Miller – 760,410

Field: Page; Sequence: 6

Field: /Page

CUSIP No.: 64131A105

| Item

5.
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. ☒

| Item

6.
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 5 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.
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.
If
a group has filed this schedule pursuant to §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 Rule 13d-1(c)
or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
N/A

| Item

9.
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.
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, other than activities
solely in connection with a nomination under §240.14a-11.

Field: Page; Sequence: 7

Field: /Page

CUSIP No.: 64131A105

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.

| Dated:

February 13, 2023
Parian
Global Management LP
By:
CCZG LLC, its General partner
By:	/s/
Zachary C. Miller
	Zachary
C. Miller, Managing Member
CCZG
LLC
By:	/s/
Zachary C. Miller
	Managing
Member
Zachary
C. Miller
By:	/s/
Zachary C. Miller
	Zachary
C. Miller

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

Field: Page; Sequence: 8; Options: Last

Field: /Page