SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Longitude Capital Partners III, LLC (Last) (First) (Middle) 2740 SAND HILL RD 2ND FLOOR (Street) MENLO PARK CA 94025 (City) (State) (Zip)	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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/02/2018
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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		2,400,000(1)	A	(2)	2,400,000(1)	I	By Longitude Venture Partners III, L.P.(3)
Common Stock	11/02/2018		P		533,333(1)	A	$15	2,933,333(1)	I	By Longitude Venture Partners III, 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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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 C Preferred Stock	(2)	11/02/2018		C			2,000,000	(2)	(2)	Common Stock	2,400,000(1)	$0.00	0	I	By Longitude Venture Partners III, L.P.(3)

1. Name and Address of Reporting Person* Longitude Capital Partners III, LLC (Last) (First) (Middle) 2740 SAND HILL RD 2ND FLOOR (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* ENRIGHT PATRICK G (Last) (First) (Middle) 2740 SAND HILL RD 2ND FLOOR (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* Longitude Venture Partners III, L.P. (Last) (First) (Middle) 2740 SAND HILL RD 2ND FLOOR (Street) MENLO PARK CA 94025 (City) (State) (Zip)

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 C preferred stock automatically converted into 1.2 shares of the Issuer's common stock. The Series C preferred stock had no expiration date.

3. These shares are held directly by Longitude Venture Partners III, L.P. ("Longitude Venture III"). Longitude Capital Partners III, LLC ("Longitude Capital III") is the general partner of Longitude Venture III and may be deemed to have voting, investment and dispositive power with respect to these securities. Patrick G. Enright and Juliet Tammenoms Bakker, a member of the Issuer's board of directors, are the managing members of Longitude Capital III (each a "Manager" and collectively, the "Managers") and may each be deemed to share voting, investment and dispositive power with respect to these securities. Each of Longitude Capital III and the Managers disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

Remarks:

	/s/ Patrick G. Enright, Managing Member of Longitude Capital Partners III, LLC	11/02/2018
	/s/ Patrick G. Enright	11/02/2018
	/s/ Patrick G. Enright, Managing Member of Longitude Capital Partners III, LLC, General Partner of Longitude Venture Partners III, L.P.	11/02/2018
	** Signature of Reporting Person	Date
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