Neuronetics, Inc. — Director's Dealing 2019

May 14, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Neuronetics, Inc. (STIM)
CIK: 0001227636
Period of Report: 2019-05-09

Reporting Person: Donato Peter (Vice President and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-09	Common Stock	M	6905	$2.32	Acquired	20912	Direct
2019-05-09	Common Stock	M	7672	$4.64	Acquired	28584	Direct
2019-05-09	Common Stock	M	24051	$3.19	Acquired	52635	Direct
2019-05-09	Common Stock	S	20469	$15.23	Disposed	32166	Direct
2019-05-09	Common Stock	S	1878	$15.67	Disposed	30288	Direct
2019-05-10	Common Stock	S	706	$15.30	Disposed	29582	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-09	Employee Stock Option (right to buy)	$2.32	M	6905	Disposed	2027-07-19	Common Stock (6905)	Direct
2019-05-09	Employee Stock Option (right to buy)	$4.64	M	7672	Disposed	2028-03-15	Common Stock (7672)	Direct
2019-05-09	Employee Stock Option (right to buy)	$3.19	M	24051	Disposed	2027-04-11	Common Stock (24051)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.50 to $15.4925 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (2) and (3) to this Form 4.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.50 to $15.935 inclusive.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.02 to $15.435 inclusive.

F4: Twenty-five percent (25%) of the shares subject to the option vested on July 20, 2018, and one thirty-sixth (1/36th) of the remaining shares subject to the option vested or shall vest each month thereafter, subject to Reporting Person continuing to provide service through each such date.

F5: Twenty-five percent (25%) of the shares subject to the option vested on March 16, 2019, and one thirty-sixth (1/36th) of the remaining shares subject to the option vested or shall vest each month thereafter, subject to Reporting Person continuing to provide service through each such date.

F6: Twenty-five percent (25%) of the shares subject to the option vested on April 10 ,2018, and one thirty-sixth (1/36th) of the remaining shares subject to the option vested or shall vest each month thereafter, subject to Reporting Person continuing to provide service through each such date.