SEC Form 4 · accession 0000899243-18-028094

Axonics Modulation Technologies, Inc. · AXNX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Raphael Wisniewski

Director · 10% Owner

Period of report

Nov 2, 2018

Accepted (ET)

Nov 2, 2018 · 7:35 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001603756

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2,F3	Nov 2, 2018	C	799,228	—	A	799,228	I	See footnote
Common Stock^F1,F4,F3	Nov 2, 2018	C	806,080	—	A	1,605,308	I	See footnote
Common Stock^F1,F5,F3	Nov 2, 2018	C	431,250	—	A	2,036,558	I	See footnote
Common Stock^F1,F6,F3	Nov 2, 2018	C	654,237	—	A	2,690,795	I	See footnote
Common Stock^F1,F3	Nov 2, 2018	P	866,666	$15.00	A	3,557,461	I	See footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series A Preferred Stock^F3,F2,F1	—	Nov 2, 2018	C	345,000	D	—	—	Common Stock	799,228	I
Series B-1 Preferred Stock^F3,F4,F1	—	Nov 2, 2018	C	671,733	D	—	—	Common Stock	806,080	I
Series B-2 Preferred Stock^F3,F5,F1	—	Nov 2, 2018	C	359,375	D	—	—	Common Stock	431,250	I
Series C Preferred Stock^F3,F6,F1	—	Nov 2, 2018	C	545,197	D	—	—	Common Stock	654,237	I

Explanation of responses

F1Reflects a 1.2-for-1 forward stock split of the Issuer's common stock effected on October 18, 2018.
F2Effective upon the closing of the Issuer's initial public offering of its common stock under the Securities Act of 1933, as amended, each share of Series A preferred stock automatically converted into 2.31660 shares of the Issuer's common stock. The A preferred stock had no expiration date.
F32,824,128 shares are held of record by BioDiscovery 4 FCPR ("BioDiscovery") and 733,333 shares are held of record by BioDiscovery 5 ("BioDiscovery 5"). Andera Partners ("Andera") is the manager of BioDiscovery and BioDiscovery 5 and may be deemed to have sole voting and dispositive power over the shares held by BioDiscovery and BioDiscovery 5. The reporting person is a director of the Issuer and is a partner of Andera, and may be deemed to share voting and dispositive power over the shares held by BioDiscovery and BioDiscovery 5. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
F4Effective upon the closing of the Issuer's initial public offering of its common stock under the Securities Act of 1933, as amended, each share of Series B-1 preferred stock automatically converted into 1.2 shares of the Issuer's common stock. The B-1 preferred stock had no expiration date.
F5Effective upon the closing of the Issuer's initial public offering of its common stock under the Securities Act of 1933, as amended, each share of Series B-2 preferred stock automatically converted into 1.2 shares of the Issuer's common stock. The B-2 preferred stock had no expiration date.
F6Effective upon the closing of the Issuer's initial public offering of its common stock under the Securities Act of 1933, as amended, each share of Series C preferred stock automatically converted into 1.2 shares of the Issuer's common stock. The C preferred stock had no expiration date.