Sec Form 4 Filing - New Leaf Ventures II, L.P. @ 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 New Leaf Ventures II, L.P. 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) TIMES SQUARE TOWER, 7 TIMES SQUARE, SUITE 3502 3. Date of Earliest Transaction (MM/DD/YY) 07/02/2018 (Street) NEW YORK, NY10036 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 848,360 A 848,360 I See Footnote ( 2 ) ( 3 ) Common Stock 07/02/2018 C 206,380 A 1,054,740 I See Footnote ( 2 ) ( 3 ) Common Stock 07/02/2018 C 421,681 A 1,476,421 I See Footnote ( 2 ) ( 3 ) Common Stock 07/02/2018 C 66,694 A 1,543,115 I See Footnote ( 2 ) ( 3 )

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 D Convertible Preferred Stock ( 1 ) 07/02/2018 C 848,360 ( 1 ) ( 1 ) Common Stock 848,360 $ 0 0 I See Footnote ( 2 ) ( 3 ) Series E Convertible Preferred Stock ( 1 ) 07/02/2018 C 206,380 ( 1 ) ( 1 ) Common Stock 206,380 $ 0 0 I See Footnote ( 2 ) ( 3 ) Series F Convertible Preferred Stock ( 1 ) 07/02/2018 C 421,681 ( 1 ) ( 1 ) Common Stock 421,681 $ 0 0 I See Footnote ( 2 ) ( 3 ) Series G Convertible Preferred Stock ( 1 ) 07/02/2018 C 66,694 ( 1 ) ( 1 ) Common Stock 66,694 $ 0 0 I See Footnote ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other New Leaf Ventures II, L.P. TIMES SQUARE TOWER 7 TIMES SQUARE, SUITE 3502 NEW YORK, NY10036 X New Leaf Venture Associates II, L.P. TIME SQUARE TOWER 7 TIMES SQUARE, SUITE 3502 NEW YORK, NY10036 X New Leaf Venture Management II, L.L.C. TIMES SQUARE TOWER 7 TIMES SQUARE, SUITE 3502 NEW YORK, NY10036 X Signatures New Leaf Ventures II, L.P. By: New Leaf Venture Associates II, L.P. By: New Leaf Venture Management II, L.L.C., its general partner /s/ Craig Slutzkin By: Craig Slutzkin Its: Chief Financial Officer 07/05/2018 Signature of Reporting Person Date New Leaf Venture Associates II, L.P. By: New Leaf Venture Management II, L.L.C., its general partner /s/ Craig Slutzkin By: Craig Slutzkin Its: Chief Financial Officer 07/05/2018 Signature of Reporting Person Date New Leaf Venture Management II, L.L.C. /s/ Craig Slutzkin By: Craig Slutzkin Its: Chief Financial Officer 07/05/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each 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. ( 2 )The 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. ( 3 )Ronald 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.

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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