Neuronetics, Inc. — Director's Dealing 2018

Aug 3, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Neuronetics, Inc. (STIM)
CIK: 0001227636
Period of Report: 2018-07-02

Reporting Person: Investor Growth Capital, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-07-02	Common Stock	C	382854	—	Acquired	382854	Indirect
2018-07-02	Common Stock	C	124987	—	Acquired	507841	Indirect
2018-07-02	Common Stock	C	147164	—	Acquired	655005	Indirect
2018-07-02	Common Stock	C	339342	—	Acquired	994347	Indirect
2018-07-02	Common Stock	C	206380	—	Acquired	1200727	Indirect
2018-07-02	Common Stock	C	515953	—	Acquired	1716680	Indirect
2018-07-02	Common Stock	C	77548	—	Acquired	1794228	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-07-02	Series A-2 Convertible Preferred Stock	$	C	382854	Disposed		Common Stock (382854)	Indirect
2018-07-02	Series B Convertible Preferred Stock	$	C	124987	Disposed		Common Stock (124987)	Indirect
2018-07-02	Series C Convertible Preferred Stock	$	C	147164	Disposed		Common Stock (147164)	Indirect
2018-07-02	Series D Convertible Preferred Stock	$	C	339342	Disposed		Common Stock (339342)	Indirect
2018-07-02	Series E Convertible Preferred Stock	$	C	206380	Disposed		Common Stock (206380)	Indirect
2018-07-02	Series F Convertible Preferred Stock	$	C	515953	Disposed		Common Stock (515953)	Indirect
2018-07-02	Series G Convertible Preferred Stock	$	C	77548	Disposed		Common Stock (77548)	Indirect

Footnotes

F1: Each share of Convertible Preferred Stock as set forth in Table II above was convertible at any time, at the option of the holder, into shares of Neuronetics, Inc.'s (the "Issuer") Common Stock, on a one-for-one basis, has no expiration date, and will convert automatically into shares of Common Stock upon the closing of the Issuer's initial public offering for no additional consideration.

F2: Upon the conversion of the Convertible Preferred Stock as set forth in Table II, (i) 840,511 shares of Common Stock are held by Investor Growth Capital Limited ("Investor Limited"), (ii) 360,217 shares of Common Stock are held by Investor Group, L.P. ("Investor Group"), and (iii) 593,500 shares of Common Stock are held by IGC Fund VI, L.P. ("IGC Fund"). Investor Limited is a wholly-owned subsidiary of Investor Group; Investor Growth Capital, LLC ("Investor Growth") is the general partner of each of Investor Group and IGC Fund. Investor Growth is controlled by a Board of Directors consisting of Michael V. Oporto, Noah Walley, and Lennart Johansson. Investor Growth is deemed to share voting and investment power over the shares held by Investor Limited, Investor Group, and IGC Fund. The address of the foregoing entities is c/o Patricia Industries, 1177 Avenue of the Americas, 47th Floor, New York, New York 10036.

F3: An employee of an affiliate of Investor Growth, Mr. Stephen M. Campe is a member of the Issuer's Board of Directors. Mr. Campe may hold options to acquire Common Stock and, in addition, Mr. Campe may hold shares Common Stock, or other securities convertible into Common Stock. Mr. Campe separately files statements pursuant to Section 16 of the Securities Exchange Act of 1934 (the "Act") with respect to such options and securities. Pursuant to Rule 13d-4 under the Act, Investor Growth disclaims beneficial ownership of any of the Issuer's securities held by Mr. Campe. Moreover, Investor Growth disclaims group membership with Mr. Campe for the purposes of Section 13(d) of the Act, or for any other purpose.

F4: Investor Growth's interest in the Issuer's securities is limited to the extent of its pecuniary interest in such securities, if any, and neither the filing of this statement nor any of its contents shall be deemed to constitute an admission by Investor Growth, or any other person/entity, that he, she or it was or is the beneficial owner of any of the Company's securities for purposes of Section 16 of the Act, or for any other purpose.