Sec Form 4 Filing - GE Ventures Ltd @ Neuronetics, Inc. - 2018-07-02

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person GE Ventures Ltd 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) 3220 AVIATION HOUSE, WESTPARK 3. Date of Earliest Transaction (MM/DD/YY) 07/02/2018 (Street) SHANNON, COUNTY CLARE, L200000 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 07/02/2018 C 1,028,009 A 1,028,009 I See Note ( 2 ) Common Stock 07/02/2018 C 280,032 A 1,308,041 I See Note ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Series F Convertible Preferred Stock ( 1 ) 07/02/2018 C 1,028,009 ( 1 ) ( 1 ) Common Stock 1,028,009 ( 1 ) 0 I See Note ( 2 ) Series G Convertible Preferred Stock ( 1 ) 07/02/2018 C 280,032 ( 1 ) ( 1 ) Common Stock 280,032 ( 1 ) 0 I See Note ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GE Ventures Ltd 3220 AVIATION HOUSE WESTPARK SHANNON, COUNTY CLARE, L200000 X GENERAL ELECTRIC CO 41 FARNSWORTH STREET BOSTON, MA02210 X Signatures /s/ Kelly Warrick, Authorized Signatory, GE Ventures Limited 07/05/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Series F Convertible Preferred Stock and Series G Convertible Preferred Stock was convertible at any time, at the option of the holder, into Common Stock, on a one-for-one basis, had no expiration date and converted into shares of Common Stock immediately prior to the closing of the Issuer's initial public offering. ( 2 )Directly owned by GE Ventures Limited, which is a wholly-owned subsidiary of General Electric Company ("General Electric"). General Electric disclaims beneficial ownership of the securities of the Issuer held by GE Ventures Limited except to the extent of its pecuniary interest, and the filing of this Form shall not be deemed an admission that General Electric is the beneficial owner of any equity securities of the Issuer for purposes of Section 16 or any other purpose.

Remarks: Exhibit 24.1 - Power of Attorney (General Electric), incorporated herein by reference to Exhibit 24 to the Form 4 filed by General Electric on April 19, 2018, with respect to Pivotal Software, Inc. Exhibit 99.1 - Joint Filer Information, incorporated herein by reference.

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).

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