SEC Form 4 · accession 0000905718-18-000708

Neuronetics, Inc. · STIM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Investor Growth Capital, LLC

10% Owner

Period of report

Jul 2, 2018

Accepted (ET)

Aug 2, 2018 · 6:07 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001227636

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2,F3,F4	Jul 2, 2018	C	382,854	—	A	382,854	I	See Footnote
Common Stock^F1,F2,F3,F4	Jul 2, 2018	C	124,987	—	A	507,841	I	See Footnote
Common Stock^F1,F2,F3,F4	Jul 2, 2018	C	147,164	—	A	655,005	I	See Footnote
Common Stock^F1,F2,F3,F4	Jul 2, 2018	C	339,342	—	A	994,347	I	See Footnote
Common Stock^F1,F2,F3,F4	Jul 2, 2018	C	206,380	—	A	1,200,727	I	See Footnote
Common Stock^F1,F2,F3,F4	Jul 2, 2018	C	515,953	—	A	1,716,680	I	See Footnote
Common Stock^F1,F2,F3,F4	Jul 2, 2018	C	77,548	—	A	1,794,228	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series A-2 Convertible Preferred Stock^F1,F2,F3,F4	—	Jul 2, 2018	C	382,854	D	—	—	Common Stock	382,854	I
Series B Convertible Preferred Stock^F1,F2,F3,F4	—	Jul 2, 2018	C	124,987	D	—	—	Common Stock	124,987	I
Series C Convertible Preferred Stock^F1,F2,F3,F4	—	Jul 2, 2018	C	147,164	D	—	—	Common Stock	147,164	I
Series D Convertible Preferred Stock^F1,F2,F3,F4	—	Jul 2, 2018	C	339,342	D	—	—	Common Stock	339,342	I
Series E Convertible Preferred Stock^F1,F2,F3,F4	—	Jul 2, 2018	C	206,380	D	—	—	Common Stock	206,380	I
Series F Convertible Preferred Stock^F1,F2,F3,F4	—	Jul 2, 2018	C	515,953	D	—	—	Common Stock	515,953	I
Series G Convertible Preferred Stock^F1,F2,F3,F4	—	Jul 2, 2018	C	77,548	D	—	—	Common Stock	77,548	I

Explanation of responses

F1Each share of Convertible Preferred Stock as set forth in Table II above was convertible at any time, at the option of the holder, into shares of Neuronetics, Inc.'s (the "Issuer") 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.
F2Upon the conversion of the Convertible Preferred Stock as set forth in Table II, (i) 840,511 shares of Common Stock are held by Investor Growth Capital Limited ("Investor Limited"), (ii) 360,217 shares of Common Stock are held by Investor Group, L.P. ("Investor Group"), and (iii) 593,500 shares of Common Stock are held by IGC Fund VI, L.P. ("IGC Fund"). Investor Limited is a wholly-owned subsidiary of Investor Group; Investor Growth Capital, LLC ("Investor Growth") is the general partner of each of Investor Group and IGC Fund. Investor Growth is controlled by a Board of Directors consisting of Michael V. Oporto, Noah Walley, and Lennart Johansson. Investor Growth is deemed to share voting and investment power over the shares held by Investor Limited, Investor Group, and IGC Fund. The address of the foregoing entities is c/o Patricia Industries, 1177 Avenue of the Americas, 47th Floor, New York, New York 10036.
F3An employee of an affiliate of Investor Growth, Mr. Stephen M. Campe is a member of the Issuer's Board of Directors. Mr. Campe may hold options to acquire Common Stock and, in addition, Mr. Campe may hold shares Common Stock, or other securities convertible into Common Stock. Mr. Campe separately files statements pursuant to Section 16 of the Securities Exchange Act of 1934 (the "Act") with respect to such options and securities. Pursuant to Rule 13d-4 under the Act, Investor Growth disclaims beneficial ownership of any of the Issuer's securities held by Mr. Campe. Moreover, Investor Growth disclaims group membership with Mr. Campe for the purposes of Section 13(d) of the Act, or for any other purpose.
F4Investor Growth's interest in the Issuer's securities is limited to the extent of its pecuniary interest in such securities, if any, and neither the filing of this statement nor any of its contents shall be deemed to constitute an admission by Investor Growth, or any other person/entity, that he, she or it was or is the beneficial owner of any of the Company's securities for purposes of Section 16 of the Act, or for any other purpose.