SEC FORM 4 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*
Malik Shahzad

(Last) (First) (Middle)
26 TECHNOLOGY DRIVE

(Street)
IRVINE CA 92618

(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)
X Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Owner
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)
X Form filed by One Reporting Person
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 43,822(1) A (2) 43,822(1) I By Advent Life Sciences LLP(3)
Common Stock 11/02/2018 C 1,231,178(1) A (2) 1,275,000(1) I By Advent Life Sciences Fund II LP(4)
Common Stock 11/02/2018 C 14,412(1) A (5) 1,289,412(1) I By Advent Life Sciences LLP(3)
Common Stock 11/02/2018 C 404,937(1) A (5) 1,694,349(1) I By Advent Life Sciences Fund II LP(4)
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 B-2 Preferred Stock (2) 11/02/2018 C 36,518 (2) (2) Common Stock 43,822(1) $0.00 0 I By Advent Life Sciences LLP(3)
Series B-2 Preferred Stock (2) 11/02/2018 C 1,025,981 (2) (2) Common Stock 1,231,178(1) $0.00 0 I By Advent Life Sciences Fund II LP(4)
Series C Preferred Stock (5) 11/02/2018 C 12,010 (5) (5) Common Stock 14,412(1) $0.00 0 I By Advent Life Sciences LLP(3)
Series C Preferred Stock (5) 11/02/2018 C 337,447 (5) (5) Common Stock 404,937(1) $0.00 0 I By Advent Life Sciences Fund II LP(4)
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 B-2 preferred stock automatically converted into 1.2 shares of the Issuer's common stock. The B-2 preferred stock had no expiration date.
3. Securities are held by Advent Life Sciences LLP ("Advent"). The reporting person, who is a member of the Issuer's board of directors, is a general partner of Advent, and disclaims beneficial ownership of the shares held by Advent except to the extent of his indirect pecuniary interest therein.
4. Securities are held by Advent Life Sciences Fund II LP. Advent is the general partner of Advent Life Sciences Fund II LP and the reporting person, who is a member of the Issuer's board of directors, is a partner of Advent. The reporting person disclaims beneficial ownership of the shares held by Advent Life Sciences Fund II LP except to the extent of his respective indirect pecuniary interest therein.
5. 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 C preferred stock had no expiration date.
Remarks:
/s/ Michael V. Williamson, as Attorney-in-Fact for Shahzad Malik 11/02/2018
** 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 4 (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.