Sec Form 3 Filing - Alessi Nicholas @ NeuroMetrix, Inc. - 2004-07-21

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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 Alessi Nicholas 2. Issuer Name and Ticker or Trading Symbol NeuroMetrix, Inc. [ NURO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Director of Finance, Treasurer (Last) (First) (Middle) C/O NEURIMETRIX, INC., 62 FOURTH AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 07/21/2004 (Street) WALTHAM, MA02451 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Options (right to buy Common Stock) $ 1.35 ( 1 ) 11/01/2010 Common Stock 5,000 D Stock Options (right to buy Common Stock) $ 1.35 ( 2 ) 01/15/2011 Common Stock 156 D Stock Options (right to buy Common Stock) $ 2.25 ( 3 ) 01/01/2013 Common Stock 1,073 D Stock Options (right to buy Common Stock) $ 2.25 ( 4 ) 09/18/2013 Common Stock 10,000 D Stock Options (right to buy Common Stock) $ 2.25 ( 5 ) 01/15/2012 Common Stock 208 D Stock Options (right to buy Common Stock) $ 4.48 ( 6 ) 03/01/2014 Common Stock 2,500 D Stock Options (right to buy Common Stock) $ 6 ( 8 ) ( 7 ) 06/02/2014 Common Stock 5,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Alessi Nicholas C/O NEURIMETRIX, INC. 62 FOURTH AVENUE WALTHAM, MA02451 Director of Finance, Treasurer Signatures /s/ Nicholas J Alessi 07/21/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This option vests in four equal annual installments beginning on November 1, 2001. If the executive officer's employment is terminated on or after November 1, 2001, the option may be exercised for 1/48th of the total option for each full calendar month the executive officer has been employed by NeuroMetrix, Inc. (the "Company") since November 1, 2000. ( 2 )This option vests in 36 monthly installments beginning January 15, 2001. ( 3 )This option vests in four equal annual installments beginning on January 1, 2004. If the executive officer's employment is terminated on or after January 1, 2004, the option may be exercised for 1/48th of the total option for each full calendar month the executive officer has been employed by the Company since January 1, 2003. ( 4 )This option vests in four equal annual installments beginning on November 1, 2005. If the executive officer's employment is terminated on or after November 1, 2005, the option may be exercised for 1/48th of the total option for each full calendar month the executive officer has been employed by the Company since November 1, 2004. ( 5 )This option vests in 36 monthly installments beginning January 15, 2002. ( 6 )This option vests in four equal annual installments beginning on March 1, 2005. If the executive officer's employment is terminated on or after March 1, 2005, the option may be exercised for 1/48th of the total option for each full calendar month the executive officer has been employed by the Company since March 1, 2004 ( 7 )This option vests as follows: 25% on June 2, 2005 and 1/16th per quarter thereafter. ( 8 )In the event the Company completes an initial public offering on or before December 31, 2004 and the offering price per share is greater than $6.00, then the exercise price per share will be automatically increased to equal the price per share in the offering.

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 4(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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