Ownership Submission
FORM 4
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 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
INTEGRAL CAPITAL MANAGEMENT VIII LLC
  2. Issuer Name and Ticker or Trading Symbol
NeuroMetrix, Inc. [NURO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
3000 SAND HILL RD, BUILDING 3, SUITE 240
3. Date of Earliest Transaction (Month/Day/Year)
12/05/2007
(Street)

MENLO PARK, CA 94025
4. If Amendment, Date Original Filed(Month/Day/Year)
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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
Common Stock 12/05/2007   P   3,879 A $ 8.6348 503,879 I (2) See Footnote (2)
Common Stock 01/09/2008   S   3,879 (1) D $ 9.8642 500,000 I (2) See Footnote (2)

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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
INTEGRAL CAPITAL MANAGEMENT VIII LLC
3000 SAND HILL RD
BUILDING 3, SUITE 240
MENLO PARK, CA 94025
    X    

Signatures

 /s/ Pamela K. Hagenah, Manager   01/31/2008
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The sale by Integral Capital Partners VIII, L.P. of 3,879 shares of Issuer's common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934 with the purchase by Integral Capital Partners VIII, L.P. of 3,879 shares of the Issuer's common stock on December 5, 2007 also reported herein. Pursuant to a settlement agreement with the Issuer, Integral Capital Partners VIII, L.P. has paid to the issuer $4,769.03, representing the full amount of the profit realized in connection with the short-swing transaction.
(2) Integral Capital Management VIII, LLC, a Delaware limited liability company ("ICM8") is the general partner of Integral Capital Partners VIII, L.P., a Delaware limited partnership ("ICP8"). ICM8 disclaims beneficial ownership of the shares of the Issuer's common stock held directly by ICP8, except to the extent of any indirect pecuniary interest in its distributive share therein.

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