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^*

Alfred E. Mann Foundation for Scientific Research

(Last)

(First)

(Middle)

25134 RYE CANYON LOOP

(Street)

SANTA CLARITA

91355

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

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	888,000⁽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)
Series A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	289,576⁽¹⁾	⁽²⁾	D
Series B-1 Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	925,394⁽¹⁾	⁽³⁾	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. Each share of Series A preferred stock is convertible, at any time, at the reporting person's election, into shares of the Issuer's common stock at the then-effective conversion rate for no additional consideration in accordance with the Issuer's Fourth Amended and Restated Certificate of Incorporation, as amended to date. In addition, 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 the Series A preferred stock will automatically convert into 2.31660 shares of the Issuer's common stock. The Series A preferred stock has no expiration date.

3. Each share of Series B-1 preferred stock is convertible, at any time, at the reporting person's election, into shares of the Issuer's common stock at the then-effective conversion rate for no additional consideration in accordance with the Issuer's Fourth Amended and Restated Certificate of Incorporation, as amended to date. In addition, 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 the Series B-1 preferred stock will automatically convert into 1.2 shares of the Issuer's common stock. The Series B-1 preferred stock has no expiration date.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney

	/s/ Michael V. Williamson, as Attorney-in-Fact for The Alfred E. Mann Foundation for Scientific Research	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, Danny L. Dearen, 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 10th day of October 2018.


                             /s/John Petrovich                                 *
                             ---------------------------------------------------
                             Alfred E. Mann Foundation for Scientific Research
                             *Signing on behalf of Alfred E. Mann Foundation for
                             Scientific Research