Neuronetics, Inc. — Director's Dealing 2018

Jun 28, 2018

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Neuronetics, Inc. (STIM)
CIK: 0001227636
Period of Report: 2018-06-27

Reporting Person: New Leaf Ventures II, L.P. (10% Owner)
Reporting Person: New Leaf Venture Associates II, L.P. (10% Owner)
Reporting Person: New Leaf Venture Management II, L.L.C. (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series D Convertible Preferred Stock	$		Common Stock (848360)		Indirect
Series E Convertible Preferred Stock	$		Common Stock (206380)		Indirect
Series F Convertible Preferred Stock	$		Common Stock (421681)		Indirect
Series G Convertible Preferred Stock	$		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 is convertible at any time, at the option of the holder, into shares of 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: 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: Ronald Hunt, 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 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.