Neuronetics, Inc. — Director's Dealing 2019

Mar 12, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Neuronetics, Inc. (STIM)
CIK: 0001227636
Period of Report: 2019-03-07

Reporting Person: Donato Peter (Vice President and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-07	Common Stock	M	18061	$3.19	Acquired	18061	Direct
2019-03-07	Common Stock	S	18061	$16.21	Disposed	0	Direct
2019-03-08	Common Stock	M	8177	$3.19	Acquired	8177	Direct
2019-03-08	Common Stock	S	8177	$16.01	Disposed	0	Direct
2019-03-08	Common Stock	A	14007	—	Acquired	14007	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-07	Employee Stock Option (right to buy)	$3.19	M	18061	Disposed	2027-04-11	Common Stock (18061)	Direct
2019-03-08	Employee Stock Option (right to buy)	$3.19	M	8177	Disposed	2027-04-11	Common Stock (8177)	Direct
2019-03-08	Employee Stock Option (right to buy)	$16.42	A	24652	Acquired	2029-03-08	Common Stock (24652)	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 $16.00 to $16.525 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) and (2) 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 $16.00 to $16.085 inclusive.

F3: Twenty-five percent (25%) of the shares subject to the restricted stock unit ("RSU") grant shall vest on each of March 8, 2020 and March 8, 2021, and fifty percent (50%) of the shares subject to the RSU grant shall vest on March 8, 2022, subject to Reporting Person continuing to provide service through each such date.

F4: Each RSU represents a contingent right to receive one share of the Issuer's common stock.

F5: 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.

F6: Twenty-five percent (25%) of the shares subject to the option shall vest on March 8, 2020, and one thirty-sixth (1/36th) of the remaining shares subject to the option shall vest each month thereafter, subject to Reporting Person continuing to provide service through each such date.