SEC Form 4 · accession 0001209191-18-041666

Neuronetics, Inc. · STIM

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

Reporting owners

New Leaf Ventures II, L.P.

10% Owner

New Leaf Venture Management II, L.L.C.

10% Owner

New Leaf Venture Associates II, L.P.

10% Owner

Period of report

Jul 2, 2018

Accepted (ET)

Jul 5, 2018 · 4:39 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	Jul 2, 2018	C	848,360	—	A	848,360	I	See Footnote
Common Stock^F1,F2,F3	Jul 2, 2018	C	206,380	—	A	1,054,740	I	See Footnote
Common Stock^F1,F2,F3	Jul 2, 2018	C	421,681	—	A	1,476,421	I	See Footnote
Common Stock^F1,F2,F3	Jul 2, 2018	C	66,694	—	A	1,543,115	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series D Convertible Preferred Stock^F2,F3,F1	—	Jul 2, 2018	C	848,360	D	—	—	Common Stock	848,360	I
Series E Convertible Preferred Stock^F2,F3,F1	—	Jul 2, 2018	C	206,380	D	—	—	Common Stock	206,380	I
Series F Convertible Preferred Stock^F2,F3,F1	—	Jul 2, 2018	C	421,681	D	—	—	Common Stock	421,681	I
Series G Convertible Preferred Stock^F2,F3,F1	—	Jul 2, 2018	C	66,694	D	—	—	Common Stock	66,694	I

Explanation of responses

F1Each share of Series D Convertible Preferred Stock, Series E Convertible Preferred Stock, Series F Convertible Preferred Stock and Series G Convertible Preferred Stock was convertible at any time, at the option of the holder, into shares of Common Stock, on a one-for-one basis, had no expiration date and converted automatically into shares of Common Stock upon the closing of the Issuer's initial public offering for no additional consideration.
F2The 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.
F3Ronald 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.