SEC FORM 4

SEC FORM 4SEC 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

10017

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/10/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/10/2025		G		337,312	A	$0⁽¹⁾	1,430,953⁽²⁾	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock	07/10/2025		G		337,312	D	$0⁽¹⁾	17,044,940⁽²⁾	I	See footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Madryn Asset Management, LP

(Last)

(First)

(Middle)

330 MADISON AVENUE - FLOOR 33

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

10017

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

10017

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

10017

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

10017

(City)

(State)

(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The reported transactions involved a transfer of shares for no consideration between Madryn Health Partners II, LP ("Health Partners") and Madryn Health Partners II (Cayman Master), LP ("Cayman Master") for fund administration purposes.

2. Represents shares of common stock held as of the date of filing of this Form 4.

3. Represents shares of common stock held by Health Partners, for which Madryn Asset Management, LP ("Madryn") serves as the investment advisor.

4. Madryn Health Advisors II, LP ("Health Advisors"), as general partner of Health Partners and Cayman Master; and Madryn Health Advisors GP II, LLC, as general partner of Health Advisors, may be deemed to be beneficial owners of the shares held directly by Health Partners and Cayman Master, respectively.

5. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest.

6. Represents shares of common stock held by Cayman Master, for which Madryn serves as the investment advisor.

	/s/ Matthew Girandola, as Authorized Signatory for Madryn Asset Management, LP	04/01/2026
	/s/ Matthew Girandola, as Authorized Signatory for Madryn Health Partners II, LP	04/01/2026
	/s/ Matthew Girandola, as Authorized Signatory for Madryn Health Partners II (Cayman Master), LP	04/01/2026
	/s/ Matthew Girandola as Authorized Signatory for Madryn Health Advisors II, LP	04/01/2026
	/s/ Matthew Girandola, as Authorized Signatory for Madryn Health Advisors GP II, LLC	04/01/2026
	** 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.
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 Number.
* Form 4: SEC 1474 (03-26)

SEC Form 4 filed by Madryn Asset Management, Lp