SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Madryn Asset Management, LP (Last) (First) (Middle) 330 MADISON AVENUE - FLOOR 33 (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/10/2024	3. Issuer Name and Ticker or Trading Symbol Neuronetics, Inc. [ STIM ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	24,237,061(1)	I	See footnotes(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Madryn Asset Management, LP (Last) (First) (Middle) 330 MADISON AVENUE - FLOOR 33 (Street) NEW YORK NY 10017 (City) (State) (Zip)

1. Name and Address of Reporting Person* Madryn Health Partners II, LP (Last) (First) (Middle) 330 MADISON AVENUE - FLOOR 33 (Street) NEW YORK NY 10017 (City) (State) (Zip)

1. Name and Address of Reporting Person* MADRYN HEALTH PARTNERS II (CAYMAN MASTER), LP (Last) (First) (Middle) 330 MADISON AVENUE - FLOOR 33 (Street) NEW YORK NY 10017 (City) (State) (Zip)

1. Name and Address of Reporting Person* MADRYN HEALTH ADVISORS II, LP (Last) (First) (Middle) 330 MADISON AVENUE - FLOOR 33 (Street) NEW YORK NY 10017 (City) (State) (Zip)

1. Name and Address of Reporting Person* MADRYN HEALTH ADVISORS GP II, LLC (Last) (First) (Middle) 330 MADISON AVENUE - FLOOR 33 (Street) NEW YORK NY 10017 (City) (State) (Zip)

1. Name and Address of Reporting Person* Madryn Select Opportunities, LP (Last) (First) (Middle) 330 MADISON AVENUE - FLOOR 33 (Street) NEW YORK NY 10017 (City) (State) (Zip)

1. Name and Address of Reporting Person* MADRYN SELECT ADVISORS, LP (Last) (First) (Middle) 330 MADISON AVENUE - FLOOR 33 (Street) NEW YORK NY 10017 (City) (State) (Zip)

1. Name and Address of Reporting Person* MADRYN SELECT ADVISORS GP, LLC (Last) (First) (Middle) 330 MADISON AVENUE - FLOOR 33 (Street) NEW YORK NY 10017 (City) (State) (Zip)

Explanation of Responses:

1. In connection with the acquisition by Neuronetics, Inc. (the "Company") of all of the issued and outstanding common shares of Greenbrook TMS Inc. ("Greenbrook") on December 10, 2024 by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario), each share of Greenbrook common stock held by the Reporting Persons was exchanged for 0.01021 shares of common stock of the Company.

2. Madryn Health Partners II, LP ("Health Partners"), Madryn Health Partners II (Cayman Master), LP ("Cayman Master") and Madryn Select Opportunities, LP ("Select Opportunities," and, together with Health Partners and Cayman Master, the "Funds") directly hold 1,335,157, 20,259,096 and 2,642,808 shares of the Company's common stock ("Common Shares"), respectively. Madryn Asset Management, LP ("Madryn"), as investment advisor for each of the Funds; Madryn Health Advisors II, LP, as general partner of Health Partners and Cayman Master; Madryn Health Advisors GP II, LLC, as general partner of Madryn Health Advisors II, LP; Madryn Select Advisors, LP as general partner of Select Opportunities; and Madryn Select Advisors GP, LLC, as general partner of Madryn Select Advisors, LP, may be deemed to be beneficial owners of the shares held directly by the Funds.

3. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.

	/s/ Matthew Girandola, as Authorized Signatory of Madryn Asset Management, LP	12/19/2024
	/s/ Matthew Girandola, as Authorized Signatory of Madryn Health Partners II, LP	12/19/2024
	/s/ Matthew Girandola, as Authorized Signatory of Madryn Health Partners II (Cayman Master), LP	12/19/2024
	/s/ Matthew Girandola, as Authorized Signatory of Madryn Health Advisors II, LP	12/19/2024
	/s/ Matthew Girandola, as Authorized Signatory of Madryn Health Advisors GP II, LLC	12/19/2024
	/s/ Matthew Girandola, as Authorized Signatory of Madryn Select Opportunities, LP	12/19/2024
	/s/ Matthew Girandola, as Authorized Signatory of Madryn Select Advisors, LP	12/19/2024
	/s/ Matthew Girandola, as Authorized Signatory of Madryn Select Advisors GP, LLC	12/19/2024
	** Signature of Reporting Person	Date
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