Neuronetics, Inc. — Director's Dealing 2018

Jul 5, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: HUNT RONALD (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-07-02	Common Stock	C	848360	—	Acquired	848360	Indirect
2018-07-02	Common Stock	C	206380	—	Acquired	1054740	Indirect
2018-07-02	Common Stock	C	421681	—	Acquired	1476421	Indirect
2018-07-02	Common Stock	C	66694	—	Acquired	1543115	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-07-02	Stock Option (Right to Buy)	$5.22	A	8767	Acquired	2028-04-24	Common Stock (8767)	Direct
2018-07-02	Series D Convertible Preferred Stock	$	C	848360	Disposed		Common Stock (848360)	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	421681	Disposed		Common Stock (421681)	Indirect
2018-07-02	Series G Convertible Preferred Stock	$	C	66694	Disposed		Common Stock (66694)	Indirect

Footnotes

F1: Each share of Series D Convertible Preferred Stock, Series E Convertible Preferred Stock, Series F Convertible Preferred Stock and Series G Convertible Preferred Stock was convertible at any time, at the option of the holder, into shares of Common Stock, on a one-for-one basis, had no expiration date and converted automatically into shares of Common Stock upon the closing of the Issuer's initial public offering for no additional consideration.

F2: The reportable securities are directly beneficially owned by New Leaf Ventures II, L.P. ("NLV II"). New Leaf Venture Associates II, L.P. ("NLV Associates II") is the general partner of NLV II and New Leaf Venture Management II, L.L.C. ("NLV Management II") is the general partner of NLV Associates II. Each of NLV Associates II and NLV Management II may be deemed to have sole voting and investment power with respect to these securities. Each of NLV Associates II and NLV Management II disclaims beneficial ownership of these securities and this report shall not be deemed an admission that either is a beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their respective pecuniary interests therein.

F3: The Reporting Person, a member of the Issuer's board of directors, Vijay Lathi and Liam Ratcliffe are the managers of NLV Management II (collectively, the "Managers") and may each be deemed to have shared voting and investment power with respect to these securities. Each of the Reporting Person and the other Managers disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is a beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their respective pecuniary interests therein.

F4: The performance criterion for vesting of this option was met upon the closing of the Issuer's initial public offering. One twelfth (1/12th) of the shares subject to the option vested or shall vest monthly commencing on March 16, 2018, subject to Reporting Person continuing to provide service through each such date.