<SEC-DOCUMENT>0001192482-20-000198.txt : 20200309
<SEC-HEADER>0001192482-20-000198.hdr.sgml : 20200309
<ACCEPTANCE-DATETIME>20200309174155
ACCESSION NUMBER:		0001192482-20-000198
CONFORMED SUBMISSION TYPE:	4
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20200305
FILED AS OF DATE:		20200309
DATE AS OF CHANGE:		20200309

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Guthrie Daniel
		CENTRAL INDEX KEY:			0001744934

	FILING VALUES:
		FORM TYPE:		4
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-38546
		FILM NUMBER:		20699116

	MAIL ADDRESS:	
		STREET 1:		C/O NEURONETICS, INC
		STREET 2:		322 PHOENIXVILLE PIKE
		CITY:			MALVERN
		STATE:			PA
		ZIP:			19355

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Neuronetics, Inc.
		CENTRAL INDEX KEY:			0001227636
		STANDARD INDUSTRIAL CLASSIFICATION:	SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		3222 PHOENIXVILLE PIKE
		CITY:			MALVERN
		STATE:			PA
		ZIP:			19355
		BUSINESS PHONE:		877-600-7555

	MAIL ADDRESS:	
		STREET 1:		3222 PHOENIXVILLE PIKE
		CITY:			MALVERN
		STATE:			PA
		ZIP:			19355

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NEURONETICS INC
		DATE OF NAME CHANGE:	20030416
</SEC-HEADER>
<DOCUMENT>
<TYPE>4
<SEQUENCE>1
<FILENAME>edgar.xml
<DESCRIPTION>PRIMARY DOCUMENT
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0306</schemaVersion>

    <documentType>4</documentType>

    <periodOfReport>2020-03-05</periodOfReport>

    <issuer>
        <issuerCik>0001227636</issuerCik>
        <issuerName>Neuronetics, Inc.</issuerName>
        <issuerTradingSymbol>STIM</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001744934</rptOwnerCik>
            <rptOwnerName>Guthrie Daniel</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O NEURONETICS, INC.</rptOwnerStreet1>
            <rptOwnerStreet2>3222 PHOENIXVILLE PIKE</rptOwnerStreet2>
            <rptOwnerCity>MALVERN</rptOwnerCity>
            <rptOwnerState>PA</rptOwnerState>
            <rptOwnerZipCode>19355</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>1</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle>Chief Commercial Officer</officerTitle>
            <otherText></otherText>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeTransaction>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <transactionDate>
                <value>2020-03-05</value>
            </transactionDate>
            <transactionCoding>
                <transactionFormType>4</transactionFormType>
                <transactionCode>A</transactionCode>
                <equitySwapInvolved>0</equitySwapInvolved>
            </transactionCoding>
            <transactionAmounts>
                <transactionShares>
                    <value>56500</value>
                    <footnoteId id="F1"/>
                </transactionShares>
                <transactionPricePerShare>
                    <footnoteId id="F2"/>
                </transactionPricePerShare>
                <transactionAcquiredDisposedCode>
                    <value>A</value>
                </transactionAcquiredDisposedCode>
            </transactionAmounts>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>142574</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </nonDerivativeTransaction>
    </nonDerivativeTable>

    <derivativeTable></derivativeTable>

    <footnotes>
        <footnote id="F1">Represents a restricted stock unit (&quot;RSU&quot;) award of which 1/3 vests on each of the first, second and third anniversaries of the date of grant, in each case subject to continuous service of the Reporting Person through such date.</footnote>
        <footnote id="F2">Each RSU represents a contingent right to receive one share of the Issuer's common stock.</footnote>
    </footnotes>

    <remarks></remarks>

    <ownerSignature>
        <signatureName>/s/ Daniel Guthrie</signatureName>
        <signatureDate>2020-03-09</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>attachment_1.htm
<DESCRIPTION>POA
<TEXT>
<html><body><pre>                                POWER OF ATTORNEY



 Know all by these presents, that the undersigned hereby

constitutes and appoints Stephen Furlong, W. Andrew Macan, Francis Brown

and Christopher Puccio of Neuronetics, Inc. (the &quot;Company&quot;), and Mark T.

Wilhelm and Julia T. Spinelli of Pepper Hamilton LLP (&quot;Pepper&quot;), with

full power of substitution, the undersigned&#39;s true and lawful attorney-

in-fact to:



 (1)  prepare, execute in the undersigned&#39;s name and on the

undersigned&#39;s behalf, and submit to the U.S. Securities and Exchange

Commission (the &quot;SEC&quot;) a Form ID, including amendments thereto, and any other

documents necessary or appropriate to obtain codes and passwords enabling the

undersigned to make electronic filings with the SEC of reports required by

Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation

of the SEC;



 (2)  execute for and on behalf of the undersigned, in the undersigned&#39;s

capacity as an officer, director and/or trustee of the Company, Forms 3, 4, and

5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and

the rules thereunder;



 (3) do and perform any and all acts for and on behalf of the undersigned

which may be necessary or desirable to complete and execute any such Form 3, 4,

or 5, complete and execute any amendment or amendments thereto, and timely file

such form with the SEC and any stock exchange or similar authority; and



 (4) take any other action of any type whatsoever in connection with the

foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,

in the best interest of, or legally required by, the undersigned, it being

understood that the documents executed by such attorney in fact on behalf of

the undersigned pursuant to this Power of Attorney shall be in such form and

shall contain such terms and conditions as such attorney-in-fact may approve

in such attorney-in-fact&#39;s discretion.



 The undersigned hereby grants to such attorney-in-fact full power and

authority to do and perform any and every act and thing whatsoever requisite,

necessary, or proper to be done in the exercise of any of the rights and

powers herein granted, as fully to all intents and purposes as the undersigned

might or could do if personally present, with full power of substitution or

revocation, hereby ratifying and confirming all that such attorney-in-fact,

or such attorney-in-fact&#39;s substitute or substitutes, shall lawfully do or cause

to be done by virtue of this power of attorney and the rights and powers herein

granted.  The undersigned acknowledges that the foregoing attorney-in-fact, in

serving in such capacity at the request of the undersigned, are not assuming,

nor is the Company or Pepper assuming, any of the undersigned&#39;s

responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.



 This Power of Attorney shall remain in full force and effect until the

undersigned is no longer required to file Forms 3, 4, and 5 with respect to the

undersigned&#39;s holdings of and transactions in securities issued by the Company,

unless earlier revoked by the undersigned in a signed writing delivered to the

foregoing attorneys-in-fact. This Power of Attorney revokes all prior Powers of

Attorney given by the undersigned with respect to the matters addressed in

(1) through (4) above.



 IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney

to be executed as of this 9th day of March, 2020.







       /s/Daniel Guthrie

      Daniel Guthrie

</pre></body></html>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
