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Madryn funds shift 674,624 Neuronetics (STIM) shares between vehicles

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Madryn-affiliated funds reallocated Neuronetics, Inc. common stock between related vehicles. Two bona fide gift transfers on July 10, 2025 moved a total of 674,624 shares of common stock for no consideration between Madryn Health Partners II, LP and Madryn Health Partners II (Cayman Master), LP for fund administration purposes.

Following the transfers, one fund held 1,430,953 shares of Neuronetics common stock and the other held 17,044,940 shares. Madryn Asset Management, LP serves as investment advisor to both funds, and related Madryn entities may be deemed beneficial owners, while each reporting person disclaims beneficial ownership beyond its pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Madryn Asset Management, LP, Madryn Health Partners II, LP, MADRYN HEALTH PARTNERS II (CAYMAN MASTER), LP, MADRYN HEALTH ADVISORS II, LP, MADRYN HEALTH ADVISORS GP II, LLC
Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
Type Security Shares Price Value
Gift Common Stock 337,312 $0.00 --
Gift Common Stock 337,312 $0.00 --
Holdings After Transaction: Common Stock — 1,430,953 shares (Indirect, See footnotes)
Footnotes (1)
  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. Represents shares of common stock held as of the date of filing of this Form 4. Represents shares of common stock held by Health Partners, for which Madryn Asset Management, LP ("Madryn") serves as the investment advisor. 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. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest. Represents shares of common stock held by Cayman Master, for which Madryn serves as the investment advisor.
Gift transfer size (each transaction) 337,312 shares Common Stock transferred on July 10, 2025
Total shares transferred 674,624 shares Sum of two bona fide gift transactions
Price per share for transfers $0.00 per share No consideration, internal fund administration transfers
Holdings after transfer (fund 1) 1,430,953 shares Common Stock held after transaction by one Madryn fund
Holdings after transfer (fund 2) 17,044,940 shares Common Stock held after transaction by other Madryn fund
bona fide gift financial
"transaction_code_description": "Bona fide gift""
beneficial owners financial
"may be deemed to be beneficial owners of the shares held directly"
Beneficial owners are the people or entities that actually enjoy the economic benefits and control of shares or other assets, even when legal title is held by someone else such as a broker, custodian or trustee. Investors pay attention because beneficial owners hold the real voting power, receive dividends and can influence strategy and takeover outcomes — like the driver of a car who uses and maintains it while the bank holds the title — so disclosure shows who truly controls and benefits.
pecuniary interest financial
"disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest"
investment advisor financial
"for which Madryn Asset Management, LP ("Madryn") serves as the investment advisor"
ten percent owner financial
""is_ten_percent_owner": 1"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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 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)
DirectorX10% 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
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock07/10/2025G337,312A$0(1)1,430,953(2)ISee footnotes(3)(4)(5)
Common Stock07/10/2025G337,312D$0(1)17,044,940(2)ISee 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 NEW YORK 10017
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% 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 NEW YORK 10017
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% 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 NEW YORK 10017
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% 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 NEW YORK 10017
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% 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 NEW YORK 10017
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% 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, LP04/01/2026
/s/ Matthew Girandola, as Authorized Signatory for Madryn Health Partners II, LP04/01/2026
/s/ Matthew Girandola, as Authorized Signatory for Madryn Health Partners II (Cayman Master), LP04/01/2026
/s/ Matthew Girandola as Authorized Signatory for Madryn Health Advisors II, LP04/01/2026
/s/ Matthew Girandola, as Authorized Signatory for Madryn Health Advisors GP II, LLC04/01/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Madryn report in Neuronetics (STIM) on this Form 4?

Madryn-affiliated funds reported internal transfers of Neuronetics common stock coded as bona fide gifts. Two transactions moved 674,624 shares in total between Madryn Health Partners II and its Cayman Master fund for fund administration purposes, with no cash consideration paid for the transfers.

How many Neuronetics (STIM) shares were transferred between Madryn funds?

The filing shows two gift transactions of 337,312 Neuronetics common shares each, totaling 674,624 shares. These were transfers between Madryn Health Partners II, LP and Madryn Health Partners II (Cayman Master), LP carried out for fund administration purposes, with a reported price of $0.00 per share.

Were the Neuronetics (STIM) share transfers by Madryn open-market sales or purchases?

No, the transactions were not open-market trades. They were coded as “G” bona fide gifts and described as transfers of shares for no consideration between two Madryn funds. This indicates an internal reallocation rather than a sale or purchase in the public market.

What are Madryn’s Neuronetics (STIM) holdings after the internal share transfers?

After the reported transfers, one Madryn-related fund held 1,430,953 Neuronetics common shares and the other held 17,044,940 shares. These positions are held indirectly, with Madryn Asset Management, LP acting as investment advisor and related entities potentially deemed beneficial owners subject to pecuniary interest.

How do Madryn entities describe their beneficial ownership of Neuronetics (STIM) shares?

The filing states Madryn Asset Management, LP serves as investment advisor to the funds holding Neuronetics shares, and certain Madryn entities may be deemed beneficial owners. However, each reporting person disclaims beneficial ownership of the securities except to the extent of its pecuniary interest in those shares.

Did the Madryn Neuronetics (STIM) share transfers involve cash consideration?

No, the transactions did not involve cash. Both were coded as bona fide gifts with a reported price of $0.00 per share. Footnotes explain the transfers occurred for fund administration purposes between Madryn Health Partners II, LP and its Cayman Master fund without consideration.