SEC Filing - Axonics, Inc.

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
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.

(Last)

(First)

(Middle)

26 TECHNOLOGY DRIVE

(Street)

IRVINE

92618

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/30/2018

3. Issuer Name and Ticker or Trading Symbol
Axonics Modulation Technologies, Inc. [ AXNX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	138,491⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽²⁾	01/15/2026	Common Stock	137,381⁽¹⁾	0.98⁽¹⁾	D
Stock Option (Right to Buy)	⁽³⁾	05/23/2027	Common Stock	38,817⁽¹⁾	1.32⁽¹⁾	D
Stock Option (Right to Buy)	⁽⁴⁾	07/05/2027	Common Stock	24,540⁽¹⁾	1.32⁽¹⁾	D
Stock Option (Right to Buy)	⁽⁵⁾	08/25/2027	Common Stock	44,644⁽¹⁾	1.42⁽¹⁾	D
Stock Option (Right to Buy)	⁽⁶⁾	03/30/2028	Common Stock	69,600⁽¹⁾	1.63⁽¹⁾	D

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. 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 January 15, 2016, and the remainder vesting at a rate of 1/36th per month commencing upon the one-year anniversary of January 15, 2016, 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.

3. 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 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.

4. 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.

5. 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 21, 2017, and the remainder vesting at a rate of 1/36th per month commencing upon the one-year anniversary of July 21, 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.

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 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.

Remarks:

President, Chief Financial Officer Exhibit List: Exhibit 24.1 - Power of Attorney

	/s/ Michael V. Williamson, as Attorney-in-Fact for Danny L. Dearen	10/30/2018
	** Signature of Reporting Person	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 5 (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.

                               POWER OF ATTORNEY

      Know all by these presents, that the undersigned hereby constitutes and
appoints each of Michael V. Williamson and Michael A. Hedge, signing singly, as
the undersigned's true and lawful attorney-in-fact to:

      (1)    execute for and on behalf of the undersigned, in the undersigned's
             capacity as an officer and/or director of Axonics Modulation
             Technologies, Inc. (the "Company"), a Form ID and Forms 3, 4 and 5
             in accordance with Section 16(a) of the Securities Exchange Act of
             1934, as amended, and the rules thereunder;

      (2)    do and perform any and all acts for and on behalf of the
             undersigned which may be necessary or desirable to complete and
             execute any such Form ID, 3, 4 or 5 and file such form with the
             United States Securities and Exchange Commission and any stock
             exchange or similar authority or organization; and

      (3)    take any other action of any type whatsoever in connection with the
             foregoing which, in the opinion of such attorney-in-fact, may be of
             benefit to, in the best interest of, or legally required by, the
             undersigned, it being understood that the documents executed by
             such attorney-in-fact on behalf of the undersigned pursuant to this
             Power of Attorney shall be in such form and shall contain such
             terms and conditions as such attorney-in-fact may approve in such
             attorney-in-fact's discretion.

      The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934, as amended.

      This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 11th day of October 2018.



                                        /s/ Danny L. Dearen
                                        ------------------------------
                                        Danny L. Dearen