Sec Form 4 Filing - Kuang Zhong @ Axonics Modulation Technologies, Inc. - 2018-11-02

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Kuang Zhong
2. Issuer Name and Ticker or Trading Symbol
Axonics Modulation Technologies, Inc. [ AXNX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Former 10% Owner
(Last) (First) (Middle)
ROOM 3005 NANHU JIAHECHENG, NO. 82 MINZU ROAD
3. Date of Earliest Transaction (MM/DD/YY)
11/02/2018
(Street)
NANNING530022
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 11/02/2018 C 347,491 ( 1 ) A 347,491 ( 1 ) I Zac and Cloud HoldingsLtd. ( 3 )
Common Stock 11/02/2018 C 349,862 ( 1 ) A 697,353 ( 1 ) I Zac and Cloud HoldingsLtd. ( 3 )
Common Stock 11/02/2018 C 187,500 ( 1 ) A 884,853 ( 1 ) I Zac and Cloud HoldingsLtd. ( 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
Series A Preferred Stock ( 2 ) 11/02/2018 C 150,000 ( 2 ) ( 2 ) Common Stock 347,491 ( 1 ) $ 0 0 I Zac and Cloud HoldingsLtd. ( 3 )
Series B-1 Preferred Stock ( 4 ) 11/02/2018 C 291,551 ( 4 ) ( 4 ) Common Stock 349,862 ( 1 ) $ 0 0 I Zac and Cloud HoldingsLtd. ( 3 )
Series B-2 Preferred Stock ( 5 ) 11/02/2018 C 156,250 ( 5 ) ( 5 ) Common Stock 187,500 ( 1 ) $ 0 0 I Zac and Cloud HoldingsLtd. ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kuang Zhong
ROOM 3005 NANHU JIAHECHENG
NO. 82 MINZU ROAD
NANNING530022
Former 10% Owner
Zac & Cloud Holdings LTD
ROOM 3005 NANHU JIAHECHENG
NO. 82 MINZU ROAD
NANNING530022
Former 10% Owner
Signatures
/s/ Zhong Kuang, on behalf of Zac and Cloud Holdings Ltd. 11/02/2018
Signature of Reporting Person Date
/s/ Zhong Kuang 11/02/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects a 1.2-for-1 forward stock split of the Issuer's common stock effected on October 18, 2018.
( 2 )Effective 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.
( 3 )The shares are held of record by Zac and Cloud Holdings Ltd. ("Cloud"). Zhong Kuang is the sole-shareholder of Cloud and has voting and dispositive power over the shares held by Cloud.
( 4 )Effective 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.
( 5 )Effective 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.

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.