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* Advent Life Sciences LLP (Last) (First) (Middle) 158 NORTH GOWER STREET (Street) LONDON X0 NW1 2nd (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) Form filed by One Reporting Person X 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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B-2 Preferred Stock	(1)	(1)	Common Stock	43,822(2)	(1)	I	By Advent Life Sciences LLP(3)
Series B-2 Preferred Stock	(1)	(1)	Common Stock	1,231,178(2)	(1)	I	By Advent Life Sciences Fund II LP(4)
Series C Preferred Stock	(5)	(5)	Common Stock	14,412(2)	(5)	I	By Advent Life Sciences LLP(3)
Series C Preferred Stock	(5)	(5)	Common Stock	404,937(2)	(5)	I	By Advent Life Sciences Fund II LP(4)

1. Name and Address of Reporting Person* Advent Life Sciences LLP (Last) (First) (Middle) 158 NORTH GOWER STREET (Street) LONDON X0 NW1 2nd (City) (State) (Zip)

1. Name and Address of Reporting Person* Advent Life Sciences Fund II LP (Last) (First) (Middle) 158 NORTH GOWER STREET (Street) LONDON X0 NW1 2nd (City) (State) (Zip)

Explanation of Responses:

1. Each share of Series B-2 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-2 preferred stock will automatically convert into 1.2 shares of the Issuer's common stock. The Series B-2 preferred stock has no expiration date.

2. Reflects a 1.2-for-1 forward stock split of the Issuer's common stock effected on October 18, 2018.

3. Securities are held by Advent Life Sciences LLP.

4. Securities are held by Advent Life Sciences Fund II LP. Advent Life Sciences LLP is the general partner of Advent Life Sciences Fund II LP.

5. Each share of Series C 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 C preferred stock will automatically convert into 1.2 shares of the Issuer's common stock. The Series C preferred stock has no expiration date.

Remarks:

	/s/ Shahzad Malik, General Partner, Advent Life Sciences LLP	10/30/2018
	/s/ Shahzad Malik, General Partner of Advent Life Sciences LLP, acting in its capacity as Manager of Advent Life Sciences Fund II LP	10/30/2018
	** Signature of Reporting Person	Date
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