Sec Form 4 Filing - NeoMed Innovation V Ltd @ Axonics Modulation Technologies, Inc. - 2018-11-02

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 NeoMed Innovation V Ltd 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) 13 CASTLE STREET 3. Date of Earliest Transaction (MM/DD/YY) 11/02/2018 (Street) ST. HELIER, Y9JE4 5UT 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 451,738 ( 1 ) A 451,738 ( 1 ) I By NeoMed Innovation V, L.P. ( 3 ) Common Stock 11/02/2018 C 455,610 ( 1 ) A 907,348 ( 1 ) I By NeoMed Innovation V, L.P. ( 3 ) Common Stock 11/02/2018 C 243,750 ( 1 ) A 1,151,098 ( 1 ) I By NeoMed Innovation V, L.P. ( 3 ) Common Stock 11/02/2018 C 369,786 ( 1 ) A 1,520,884 ( 1 ) I By NeoMed Innovation V, L.P. ( 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 195,000 ( 2 ) ( 2 ) Common Stock 451,738 ( 1 ) $ 0 0 I By NeoMed Innovation V, L.P. ( 3 ) Series B-1 Preferred Stock ( 4 ) 11/02/2018 C 379,675 ( 4 ) ( 4 ) Common Stock 455,610 ( 1 ) $ 0 0 I By NeoMed Innovation V, L.P. ( 3 ) Series B-2 Preferred Stock ( 5 ) 11/02/2018 C 203,125 ( 5 ) ( 5 ) Common Stock 243,750 ( 1 ) $ 0 0 I By NeoMed Innovation V, L.P. ( 3 ) Series C Preferred Stock ( 6 ) 11/02/2018 C 308,155 ( 6 ) ( 6 ) Common Stock 369,786 ( 1 ) $ 0 0 I By NeoMed Innovation V, L.P. ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NeoMed Innovation V Ltd 13 CASTLE STREET ST. HELIER, Y9JE4 5UT Former 10% Owner NeoMed Innovation V L.P. 13 CASTLE STREET ST. HELIER, Y9JE4 5UT Former 10% Owner Signatures /s/ Erik Amble, Ph.D. on behalf of NeoMed Innovation V Limited 11/02/2018 Signature of Reporting Person Date /s/ Erik Amble, Ph.D. on behalf of NeoMed Innovation V, L.P. 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 NeoMed Innovation V, L.P. ("NeoMed"). NeoMed Innovation V Limited is the general partner of NeoMed and has voting and dispositive power over the shares held by NeoMed. Erik Amble, Ph.D., who is a member of the Issuer's board of directors, is a director of NeoMed Innovation V Limited, and may be deemed to have voting and dispositive power over the shares held by NeoMed. Mr. Amble disclaims beneficial ownership of these securities and this report shall not be deemed an admission that Mr. Amble is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his respective pecuniary interest therein. ( 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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