SEC Form 4 · accession 0001567619-18-005006
Axonics Modulation Technologies, Inc. · AXNX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Cormorant Asset Management, LP
10% Owner
Bihua Chen
Director · 10% Owner
Cormorant Global Healthcare GP, LLC
10% Owner
Period of report
Oct 31, 2018
Accepted (ET)
Nov 2, 2018 · 4:04 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 StockF1,F3,F4 | Oct 31, 2018 | C | 599,999 | — | A | 599,999 | I | See Footnote |
| Common StockF2,F3,F5 | Oct 31, 2018 | C | 552,495 | — | A | 1,152,494 | I | See Footnotes |
| Common StockF3,F6 | Oct 31, 2018 | P | 133,333 | $15.00 | A | 1,285,827 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B-2 Convertible Preferred StockF1,F3,F4 | — | Oct 31, 2018 | C | 599,999 | D | — | — | Common Stock | 599,999 | 0 | D |
| Series C Convertible Preferred StockF2,F3,F5,F1 | — | Oct 31, 2018 | C | 552,495 | D | — | — | Common Stock | 552,495 | 0 | D |
Explanation of responses
- F1Shares of Series B-2 Convertible Preferred Stock ("Series B-2 Preferred Stock") were convertible at any time at the holder's election, without payment of additional consideration, and had no expiration date but converted automatically upon the closing of the Issuer's initial public offering.
- F2Shares of Series C Convertible Preferred Stock ("Series C Preferred Stock") were convertible at any time at the holder's election, without payment of additional consideration, and had no expiration date but converted automatically upon the closing of the Issuer's initial public offering.
- F3Shares reported herein are held by Cormorant Global Healthcare Master Fund, LP (the "Master Fund"), Cormorant Private Healthcare Fund I, LP (the "Fund I"), and a managed account (the "Account"). Cormorant Asset Management, LP ("Cormorant") serves as the investment manager of the Master Fund, Fund I, and the Account. Bihua Chen serves as manager of the general partner of Cormorant. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or her pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any such shares for purposes of Section 16(a) of the Securities Exchange Act of 1934 or for any other purpose.
- F4The Series B-2 Preferred Stock represented, on an as-converted basis (i) 126,375 shares of Common Stock held by the Master Fund, (ii) 450,000 shares of Common Stock held by Fund I, and (iii) 23,624 shares of Common Stock held by the Account.
- F5The Series C Preferred Stock represented, on an as-converted basis (i) 96,985 shares of Common Stock held by the Master Fund, (ii) 435,788 shares of Common Stock held by Fund I, and (iii) 19,722 shares of Common Stock held by the Account.
- F6Shares reported herein as purchased on October 31, 2018 represent (i) 122,853 shares purchased by the Master Fund, and (ii) 10,480 shares purchased by the Account.