Neuronetics Inc.

08/12/2025 | Press release | Distributed by Public on 08/12/2025 14:15

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Madryn Asset Management, LP
2. Issuer Name and Ticker or Trading Symbol
Neuronetics, Inc. [STIM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
330 MADISON AVENUE - FLOOR 33
3. Date of Earliest Transaction (Month/Day/Year)
08/08/2025
(Street)
NEW YORK, NY 10017
4. If Amendment, Date 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
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 08/08/2025 S 192,806 D $3.72 1,142,351 I See footnotes(1)(2)(3)
Common Stock 08/08/2025 S 2,925,554 D $3.72 17,333,542 I See footnotes(2)(3)(4)
Common Stock 08/08/2025 S 381,640 D $3.72 2,261,168 I See footnotes(2)(3)(5)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Madryn Asset Management, LP
330 MADISON AVENUE - FLOOR 33
NEW YORK, NY 10017
X
Madryn Health Partners II, LP
330 MADISON AVENUE - FLOOR 33
NEW YORK, NY 10017
X
MADRYN HEALTH PARTNERS II (CAYMAN MASTER), LP
330 MADISON AVENUE - FLOOR 33
NEW YORK, NY 10017
X
MADRYN HEALTH ADVISORS II, LP
330 MADISON AVENUE - FLOOR 33
NEW YORK, NY 10017
X
MADRYN HEALTH ADVISORS GP II, LLC
330 MADISON AVENUE - FLOOR 33
NEW YORK, NY 10017
X
Madryn Select Opportunities, LP
330 MADISON AVENUE - FLOOR 33
NEW YORK, NY 10017
X
MADRYN SELECT ADVISORS, LP
330 MADISON AVENUE - FLOOR 33
NEW YORK, NY 10017
X
MADRYN SELECT ADVISORS GP, LLC
330 MADISON AVENUE - FLOOR 33
NEW YORK, NY 10017
X

Signatures

/s/ Matthew Girandola, as Authorized Signatory for Madryn Asset Management, LP 08/12/2025
**Signature of Reporting Person Date
/s/ Matthew Girandola, as Authorized Signatory for Madryn Health Partners II, LP 08/12/2025
**Signature of Reporting Person Date
/s/ Matthew Girandola, as Authorized Signatory for Madryn Health Partners II (Cayman Master), LP 08/12/2025
**Signature of Reporting Person Date
/s/ Matthew Girandola as Authorized Signatory for Madryn Health Advisors II, LP 08/12/2025
**Signature of Reporting Person Date
/s/ Matthew Girandola, as Authorized Signatory for Madryn Health Advisors GP II, LLC 08/12/2025
**Signature of Reporting Person Date
/s/ Matthew Girandola, as Authorized Signatory for Madryn Select Opportunities, LP 08/12/2025
**Signature of Reporting Person Date
/s/ Matthew Girandola, as Authorized Signatory for Madryn Select Advisors, LP 08/12/2025
**Signature of Reporting Person Date
/s/ Matthew Girandola, as Authorized Signatory for Madryn Select Advisors GP, LLC 08/12/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents shares of common stock held by Madryn Health Partners II, LP ("Health Partners"), for which Madryn Asset Management, LP ("Madryn") serves as the investment advisor.
(2) Madryn Health Advisors II, LP ("Health Advisors"), as general partner of Health Partners and Madryn Health Partners II (Cayman Master), LP ("Cayman Master"); Madryn Health Advisors GP II, LLC, as general partner of Health Advisors; Madryn Select Advisors, LP ("Select Advisors") as general partner of Madryn Select Opportunities, LP ("Select Opportunities"); and Madryn Select Advisors GP, LLC, as general partner of Select Advisors, may be deemed to be beneficial owners of the shares held directly by Health Partners, Cayman Master and Select Advisors, respectively.
(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.
(4) Represents shares of common stock held by Cayman Master, for which Madryn serves as the investment advisor.
(5) Represents shares of common stock held by Select Opportunities, for which Madryn serves as the investment advisor.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Neuronetics Inc. published this content on August 12, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on August 12, 2025 at 20:15 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]