UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 641255104

1

Names of Reporting Persons
Shai N. Gozani, M.D., Ph.D.

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
1,561,598

6

Shared Voting Power
0

7

Sole Dispositive Power
1,561,598

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,561,598 shares

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o
Not applicable.

11

Percent of Class Represented by Amount in Row (9)
6.5% (based on 23,197,537 shares outstanding on December 31, 2010)

12

Type of Reporting Person (See Instructions)
IN

Item 1(a).

Name of Issuer
NeuroMetrix, Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices
62 Fourth Avenue

Waltham, MA  02451

Item 2(a).

Name of Person Filing
Shai N. Gozani, M.D., Ph.D.

Item 2(b).

Address of Principal Business Office or, if none, Residence
Shai N. Gozani, M.D., Ph.D.

c/o NeuroMetrix, Inc.

62 Fourth Avenue

Waltham, MA  02451 02110.

Item 2(c).

Citizenship
United States

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)

o

Broker or dealer registered under Section 15 of the Act.

(b)

o

Bank as defined in Section 3(a)(6) of the Act.

(c)

o

Insurance company as defined in Section 3(a)(19) of the Act.

(d)

o

Investment company registered under Section 8 of the Investment Company Act of 1940.

(e)

o

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

(f)

o

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

(g)

o

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

(i)

o

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940.

(j)

o

A non-U.S. institution in accordance with Section 13d-1(b)(1)(ii)(J).

(k)

o

Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________

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:   

The aggregate number of shares beneficially owned by Shai N. Gozani, M.D., Ph.D. as of December 31, 2010 is 1,561,598.  Dr. Gozani directly owns 845,286 shares of the Issuer’s common stock and options to purchase 716,312 shares of common stock which are or will be immediately exercisable within 60 days of December 31, 2010.

(b)

Percent of class:   

The aggregate percent of the class beneficially owned by Dr. Gozani is 6.5%.

The information provided under this section is based on 23,197,537 shares outstanding on December 31, 2010.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

1,561,598

(ii)

Shared power to vote or to direct the vote:

0

(iii)

Sole power to dispose or to direct the disposition of:

1,561,598

(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 five percent of the class of securities, check the following   o.

Not applicable.

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 or Control Person

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.

Certifications

Not applicable.

March 11, 2011

(Date)

/s/ Shai N. Gozani, M.D., Ph.D.

(Signature)

Shai N. Gozani, M.D., Ph.D.

(Name)

ATTENTION:

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001)