Sec Form 3 Filing - Madryn Asset Management, LP @ Neuronetics, Inc. - 2024-12-10

FORM 3 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 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 (MM/DD/YY) 12/10/2024 (Street) NEW YORK, NY10017 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 24,237,061 ( 1 ) I See footnotes ( 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Madryn Asset Management, LP 330 MADISON AVENUE - FLOOR 33 NEW YORK, NY10017 X Madryn Health Partners II, LP 330 MADISON AVENUE - FLOOR 33 NEW YORK, NY10017 X MADRYN HEALTH PARTNERS II (CAYMAN MASTER), LP 330 MADISON AVENUE - FLOOR 33 NEW YORK, NY10017 X MADRYN HEALTH ADVISORS II, LP 330 MADISON AVENUE - FLOOR 33 NEW YORK, NY10017 X MADRYN HEALTH ADVISORS GP II, LLC 330 MADISON AVENUE - FLOOR 33 NEW YORK, NY10017 X Madryn Select Opportunities, LP 330 MADISON AVENUE - FLOOR 33 NEW YORK, NY10017 X MADRYN SELECT ADVISORS, LP 330 MADISON AVENUE - FLOOR 33 NEW YORK, NY10017 X MADRYN SELECT ADVISORS GP, LLC 330 MADISON AVENUE - FLOOR 33 NEW YORK, NY10017 X Signatures /s/ Matthew Girandola, as Authorized Signatory of Madryn Asset Management, LP 12/19/2024 Signature of Reporting Person Date /s/ Matthew Girandola, as Authorized Signatory of Madryn Health Partners II, LP 12/19/2024 Signature of Reporting Person Date /s/ Matthew Girandola, as Authorized Signatory of Madryn Health Partners II (Cayman Master), LP 12/19/2024 Signature of Reporting Person Date /s/ Matthew Girandola, as Authorized Signatory of Madryn Health Advisors II, LP 12/19/2024 Signature of Reporting Person Date /s/ Matthew Girandola, as Authorized Signatory of Madryn Health Advisors GP II, LLC 12/19/2024 Signature of Reporting Person Date /s/ Matthew Girandola, as Authorized Signatory of Madryn Select Opportunities, LP 12/19/2024 Signature of Reporting Person Date /s/ Matthew Girandola, as Authorized Signatory of Madryn Select Advisors, LP 12/19/2024 Signature of Reporting Person Date /s/ Matthew Girandola, as Authorized Signatory of Madryn Select Advisors GP, LLC 12/19/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the acquisition by Neuronetics, Inc. (the "Company") of all of the issued and outstanding common shares of Greenbrook TMS Inc. ("Greenbrook") on December 10, 2024 by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario), each share of Greenbrook common stock held by the Reporting Persons was exchanged for 0.01021 shares of common stock of the Company. ( 2 )Madryn Health Partners II, LP ("Health Partners"), Madryn Health Partners II (Cayman Master), LP ("Cayman Master") and Madryn Select Opportunities, LP ("Select Opportunities," and, together with Health Partners and Cayman Master, the "Funds") directly hold 1,335,157, 20,259,096 and 2,642,808 shares of the Company's common stock ("Common Shares"), respectively. Madryn Asset Management, LP ("Madryn"), as investment advisor for each of the Funds; Madryn Health Advisors II, LP, as general partner of Health Partners and Cayman Master; Madryn Health Advisors GP II, LLC, as general partner of Madryn Health Advisors II, LP; Madryn Select Advisors, LP as general partner of Select Opportunities; and Madryn Select Advisors GP, LLC, as general partner of Madryn Select Advisors, LP, may be deemed to be beneficial owners of the shares held directly by the Funds. ( 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 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).

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