| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Neuronetics, Inc. [ STIM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/28/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 05/28/2026 | J(1) | 2,071 | A | $0.00 | 1,433,024(1)(2) | I | See Footnotes(3)(4) | ||
| Common Stock | 05/28/2026 | J(1) | 24,658 | A | $0.00 | 17,069,598(1)(5) | I | See Footnotes(3)(4) | ||
| Common Stock | 05/28/2026 | J(1) | 3,271 | A | $0.00 | 2,264,439(1)(6) | I | See Footnotes(4)(7) | ||
| Common Stock | 06/15/2026 | J(8) | 2,934 | A | $0.00 | 1,435,958(1)(2) | I | See Footnotes(3)(4) | ||
| Common Stock | 06/15/2026 | J(8) | 34,932 | A | $0.00 | 17,104,530(1)(5) | I | See Footnotes(3)(4) | ||
| Common Stock | 06/15/2026 | J(8) | 4,634 | A | $0.00 | 2,269,073(1)(6) | I | See Footnotes(4)(7) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Represents restricted stock units ("RSU") awarded to Avinash Amin as director compensation. Each RSU represents a contingent right to receive one share of the Issuer's common stock. Pursuant to the partnership agreements of each of 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 "Madryn Funds"), Avinash Amin is deemed to hold the RSU for the benefit of the Madryn Funds, who are entitled to the shares of common stock underlying the RSUs upon vesting. |
| 2. Represents shares of common stock held by Health Partners, for which Madryn Asset Management, LP ("Madryn") serves as the investment advisor. |
| 3. Madryn Health Advisors II, LP ("Health Advisors"), as general partner of Health Partners and Cayman Master, and Madryn Health Advisors GP II, LLC, as general partner of Health Advisors, may be deemed to beneficially own the shares held directly by Health Partners and Cayman Master. |
| 4. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest. |
| 5. Represents shares of common stock held by Cayman Master, for which Madryn serves as the investment advisor. |
| 6. Represents shares of common stock held by Select Opportunities, for which Madryn serves as the investment advisor. |
| 7. Madryn Select Advisors, LP ("Select Advisors"), as general partner of Select Opportunities, and Madryn Select Advisors GP, LLC, as general partner of Select Advisors, may be deemed to beneficially own the shares held directly by Select Opportunities. |
| 8. The reported transactions involved a transfer of shares received by Avinash Amin as director compensation to each of the Madryn Funds as provided for in the respective partnership agreement of each Madryn Fund. Each transfer was made for no consideration. |
| /s/ Matthew Girandola, as Authorized Signatory for Madryn Asset Management, LP | 06/17/2026 | |
| /s/ Matthew Girandola, as Authorized Signatory for Madryn Health Partners II, LP | 06/17/2026 | |
| /s/ Matthew Girandola, as Authorized Signatory for Madryn Health Partners II (Cayman Master), LP | 06/17/2026 | |
| /s/ Matthew Girandola, as Authorized Signatory for Madryn Health Advisors II, LP | 06/17/2026 | |
| /s/ Matthew Girandola, as Authorized Signatory for Madryn Health Advisors GP II, LLC | 06/17/2026 | |
| /s/ Matthew Girandola, as Authorized Signatory for Madryn Select Opportunities, LP | 06/17/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||