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SEC Form 4
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).
  
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*
Madryn Asset Management, LP

(Last) (First) (Middle)
330 MADISON AVENUE - FLOOR 33

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
08/08/2025
4. 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 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)
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 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*
Madryn Asset Management, LP

(Last) (First) (Middle)
330 MADISON AVENUE - FLOOR 33

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Madryn Health Partners II, LP

(Last) (First) (Middle)
330 MADISON AVENUE - FLOOR 33

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MADRYN HEALTH PARTNERS II (CAYMAN MASTER), LP

(Last) (First) (Middle)
330 MADISON AVENUE - FLOOR 33

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MADRYN HEALTH ADVISORS II, LP

(Last) (First) (Middle)
330 MADISON AVENUE - FLOOR 33

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MADRYN HEALTH ADVISORS GP II, LLC

(Last) (First) (Middle)
330 MADISON AVENUE - FLOOR 33

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Madryn Select Opportunities, LP

(Last) (First) (Middle)
330 MADISON AVENUE - FLOOR 33

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MADRYN SELECT ADVISORS, LP

(Last) (First) (Middle)
330 MADISON AVENUE - FLOOR 33

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MADRYN SELECT ADVISORS GP, LLC

(Last) (First) (Middle)
330 MADISON AVENUE - FLOOR 33

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
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.
/s/ Matthew Girandola, as Authorized Signatory for Madryn Asset Management, LP 08/12/2025
/s/ Matthew Girandola, as Authorized Signatory for Madryn Health Partners II, LP 08/12/2025
/s/ Matthew Girandola, as Authorized Signatory for Madryn Health Partners II (Cayman Master), LP 08/12/2025
/s/ Matthew Girandola as Authorized Signatory for Madryn Health Advisors II, LP 08/12/2025
/s/ Matthew Girandola, as Authorized Signatory for Madryn Health Advisors GP II, LLC 08/12/2025
/s/ Matthew Girandola, as Authorized Signatory for Madryn Select Opportunities, LP 08/12/2025
/s/ Matthew Girandola, as Authorized Signatory for Madryn Select Advisors, LP 08/12/2025
/s/ Matthew Girandola, as Authorized Signatory for Madryn Select Advisors GP, LLC 08/12/2025
** 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.
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