Sec Form 4 Filing - Dearen Danny L. @ Axonics, Inc. - 2021-05-20

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 Dearen Danny L. 2. Issuer Name and Ticker or Trading Symbol Axonics, Inc. [ AXNX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) 26 TECHNOLOGY DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 05/20/2021 (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 05/20/2021 M 28,291 A $ 14.19 38,291 D Common Stock 05/20/2021 M 9,701 A $ 1.32 47,992 D Common Stock 05/20/2021 M 5,142 A $ 1.32 53,134 D Common Stock 05/20/2021 S( 1 ) 18,516 D $ 54.4537 ( 2 ) 34,618 D Common Stock 05/20/2021 S( 1 ) 24,618 D $ 55.0465 ( 3 ) 10,000 D Common Stock 05/21/2021 M 991 A $ 1.32 10,991 D Common Stock 05/21/2021 M 5,875 A $ 1.63 16,866 D Common Stock 05/21/2021 S( 1 ) 6,866 D $ 55.2234 ( 4 ) 10,000 D

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 Stock Option (Right to Buy) $ 14.19 05/20/2021 M 28,291 ( 5 ) 01/30/2029 Common Stock 28,291 $ 0 63,273 D Stock Option (Right to Buy) $ 1.32 05/20/2021 M 9,701 ( 6 ) 05/23/2027 Common Stock 9,701 $ 0 1,616 D Stock Option (Right to Buy) $ 1.32 05/20/2021 M 5,142 ( 7 ) 07/05/2027 Common Stock 5,142 $ 0 11,925 D Stock Option (Right to Buy) $ 1.32 05/21/2021 M 991 ( 7 ) 07/05/2027 Common Stock 991 $ 0 10,934 D Stock Option (Right to Buy) $ 1.63 05/21/2021 M 5,875 ( 8 ) 03/30/2028 Common Stock 5,875 $ 0 28,921 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dearen Danny L. 26 TECHNOLOGY DRIVE IRVINE, CA92618 See Remarks Signatures /s/ Danny L. Dearen 05/24/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan. ( 2 )This transaction was executed in multiple trades at prices ranging from $53.83 to $54.825. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. ( 3 )This transaction was executed in multiple trades at prices ranging from $54.855 to $55.28. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. ( 4 )This transaction was executed in multiple trades at prices ranging from $55.00 to $55.76. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. ( 5 )The option becomes exercisable as follows: (i) 1/4 of the total number of shares of common stock underlying the option will vest on January 30, 2020 and (ii) 1/36 of the remaining shares of common stock underlying the option will vest monthly thereafter, such that the option will fully vest on January 30, 2023, provided the reporting person remains in continuous service on each vesting date. ( 6 )The shares subject to the option will vest over a period of four years, with 1/4th of the shares subject to the option vesting on May 23, 2017, and the remainder vesting at a rate of 1/36th per month commencing upon the one-year anniversary of May 23, 2017, provided t he reporting person remains in continuous service on each vesting date, subject to accelerated vesting in certain events, including upon certain changes of control of the Issuer. The option is subject to an early exercise provision and is immediately exercisable. ( 7 )The shares subject to the option will vest over a period of four years, with 1/4th of the shares subject to the option vesting on July 5, 2017, and the remainder vesting at a rate of 1/36th per month commencing upon the one-year anniversary of July 5, 2017, provided the reporting person remains in continuous service on each vesting date, subject to accelerated vesting in certain events, including upon certain changes of control of the Issuer. The option is subject to an early exercise provision and is immediately exercisable. ( 8 )The shares subject to the option will vest over a period of four years, with 1/4th of the shares subject to the option vesting on March 30, 2018, and the remainder vesting at a rate of 1/36th per month commencing upon the one-year anniversary of March 30, 2018, provided the reporting person remains in continuous service on each vesting date, subject to accelerated vesting in certain events, including upon certain changes of control of the Issuer. The option is subject to an early exercise provision and is immediately exercisable.

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