Neuronetics, Inc. — Director's Dealing 2019

May 30, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Neuronetics, Inc. (STIM)
CIK: 0001227636
Period of Report: 2019-05-28

Reporting Person: CAMPE STEPHEN M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-28	Common Stock	A	3723	—	Acquired	14655	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-28	Stock Option (right to buy)	$13.43	A	7347	Acquired	2029-05-27	Common Stock (7347)	Direct

Footnotes

F1: Represents a restricted stock unit ("RSU") award that vests on the earlier of (a) May 28, 2029, and (b) the Company's next annual meeting of stockholders, in each case subject to continuous service of the Reporting Person through such date.

F2: Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.

F3: Mr. Stephen M. Campe is a senior executive employee of an affiliate of Investor Growth Capital, LLC ("Investor"). Investor, pursuant to Section 13 and Section 16 of the Securities Exchange Act of 1934 (the "Act"), separately reports its holdings with respect to the securities of Neuronetics, Inc.'s (the "Issuer").

F4: Pursuant to Rule 13d-4 under the Act, Mr. Campe disclaims beneficial ownership of any of the Issuer's securities held by Investor. Moreover, Mr. Campe disclaims group membership with Investor (or any other entity or person) for the purposes of Section 13(d) of the Act, or for any other purpose.

F5: Mr. Campe's interest in all of the Issuer's securities is limited to the extent of his pecuniary interest in such securities, if any, and neither the filing of this statement nor any of its contents will be deemed to constitute an admission by Mr Campe or any other person/entity, that he or it was, or is, the beneficial owner of any of the Issuer's securities for purposes of Section 16 of the Act, or for any other purpose.

F6: The option shall vest on the earlier of (a) May 28, 2029, and (b) the Company's next annual meeting of stockholders, in each case subject to continuous service of the Reporting Person through such date.