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* New Leaf Ventures II, L.P. (Last) (First) (Middle) TIMES SQUARE TOWER 7 TIMES SQUARE, SUITE 3502 (Street) NEW YORK NY 10036 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/27/2018	3. Issuer Name and Ticker or Trading Symbol Neuronetics, Inc. [ STIM ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 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 X 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)

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
Series D Convertible Preferred Stock	(1)	(1)	Common Stock	848,360	(1)	I	See Footnote(2)(3)
Series E Convertible Preferred Stock	(1)	(1)	Common Stock	206,380	(1)	I	See Footnote(2)(3)
Series F Convertible Preferred Stock	(1)	(1)	Common Stock	421,681	(1)	I	See Footnote(2)(3)
Series G Convertible Preferred Stock	(1)	(1)	Common Stock	66,694	(1)	I	See Footnote(2)(3)

1. Name and Address of Reporting Person* New Leaf Ventures II, L.P. (Last) (First) (Middle) TIMES SQUARE TOWER 7 TIMES SQUARE, SUITE 3502 (Street) NEW YORK NY 10036 (City) (State) (Zip)

1. Name and Address of Reporting Person* New Leaf Venture Associates II, L.P. (Last) (First) (Middle) TIME SQUARE TOWER 7 TIMES SQUARE, SUITE 3502 (Street) NEW YORK NY 10036 (City) (State) (Zip)

1. Name and Address of Reporting Person* New Leaf Venture Management II, L.L.C. (Last) (First) (Middle) TIMES SQUARE TOWER 7 TIMES SQUARE, SUITE 3502 (Street) NEW YORK NY 10036 (City) (State) (Zip)

Explanation of Responses:

1. Each share of Series D Convertible Preferred Stock, Series E Convertible Preferred Stock, Series F Convertible Preferred Stock and Series G Convertible Preferred Stock is convertible at any time, at the option of the holder, into shares of Common Stock, on a one-for-one basis, has no expiration date and will convert automatically into shares of Common Stock upon the closing of the Issuer's initial public offering for no additional consideration.

2. The reportable securities are directly beneficially owned by New Leaf Ventures II, L.P. ("NLV II"). New Leaf Venture Associates II, L.P. ("NLV Associates II") is the general partner of NLV II and New Leaf Venture Management II, L.L.C. ("NLV Management II") is the general partner of NLV Associates II. Each of NLV Associates II and NLV Management II may be deemed to have sole voting and investment power with respect to these securities. Each of NLV Associates II and NLV Management II disclaims beneficial ownership of these securities and this report shall not be deemed an admission that either is a beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their respective pecuniary interests therein.

3. Ronald Hunt, a member of the Issuer's board of directors, Vijay Lathi and Liam Ratcliffe are the managers of NLV Management II (collectively, the "Managers") and may each be deemed to have shared voting and investment power with respect to these securities. Each of the Managers disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is a beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their respective pecuniary interests therein.

Remarks:

	New Leaf Ventures II, L.P. By: New Leaf Venture Associates II, L.P. By: New Leaf Venture Management II, L.L.C., its general partner /s/ Craig Slutzkin By: Craig Slutzkin Its: Chief Financial Officer	06/27/2018
	New Leaf Venture Associates II, L.P. By: New Leaf Venture Management II, L.L.C., its general partner /s/ Craig Slutzkin By: Craig Slutzkin Its: Chief Financial Officer	06/27/2018
	New Leaf Venture Management II, L.L.C. /s/ Craig Slutzkin By: Craig Slutzkin Its: Chief Financial Officer	06/27/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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