Sec Form 4 Filing - Wisniewski Raphael @ Axonics Modulation Technologies, Inc. - 2018-11-02

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
Wisniewski Raphael
2. Issuer Name and Ticker or Trading Symbol
Axonics Modulation Technologies, Inc. [ AXNX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
26 TECHNOLOGY DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
11/02/2018
(Street)
IRVINE, CA92618
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 799,228 ( 1 ) A 799,228 ( 1 ) I See footnote ( 3 )
Common Stock 11/02/2018 C 806,080 ( 1 ) A 1,605,308 ( 1 ) I See footnote ( 3 )
Common Stock 11/02/2018 C 431,250 ( 1 ) A 2,036,558 ( 1 ) I See footnote ( 3 )
Common Stock 11/02/2018 C 654,237 ( 1 ) A 2,690,795 ( 1 ) I See footnote ( 3 )
Common Stock 11/02/2018 P 866,666 ( 1 ) A $ 15 3,557,461 ( 1 ) I See footnote ( 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 345,000 ( 2 ) ( 2 ) Common Stock 799,228 ( 1 ) $ 0 0 I See footnote ( 3 )
Series B-1 Preferred Stock ( 4 ) 11/02/2018 C 671,733 ( 4 ) ( 4 ) Common Stock 806,080 ( 1 ) $ 0 0 I See footnote ( 3 )
Series B-2 Preferred Stock ( 5 ) 11/02/2018 C 359,375 ( 5 ) ( 5 ) Common Stock 431,250 ( 1 ) $ 0 0 I See footnote ( 3 )
Series C Preferred Stock ( 6 ) 11/02/2018 C 545,197 ( 6 ) ( 6 ) Common Stock 654,237 ( 1 ) $ 0 0 I See footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wisniewski Raphael
26 TECHNOLOGY DRIVE
IRVINE, CA92618
X X
Signatures
/s/ Michael V. Williamson, as Attorney-in-Fact for Raphael Wisniewski 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 )2,824,128 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.
( 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.
( 6 )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 C preferred stock automatically converted into 1.2 shares of the Issuer's common stock. The C preferred stock had no expiration date.

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