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
X	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* NeoMed Innovation V Ltd (Last) (First) (Middle) 13 CASTLE STREET (Street) ST. HELIER Y9 JE4 5UT (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 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) 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		451,738(1)	A	(2)	451,738(1)	I	By NeoMed Innovation V, L.P.(3)
Common Stock	11/02/2018		C		455,610(1)	A	(4)	907,348(1)	I	By NeoMed Innovation V, L.P.(3)
Common Stock	11/02/2018		C		243,750(1)	A	(5)	1,151,098(1)	I	By NeoMed Innovation V, L.P.(3)
Common Stock	11/02/2018		C		369,786(1)	A	(6)	1,520,884(1)	I	By NeoMed Innovation V, 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 A Preferred Stock	(2)	11/02/2018		C			195,000	(2)	(2)	Common Stock	451,738(1)	$0.00	0	I	By NeoMed Innovation V, L.P.(3)
Series B-1 Preferred Stock	(4)	11/02/2018		C			379,675	(4)	(4)	Common Stock	455,610(1)	$0.00	0	I	By NeoMed Innovation V, L.P.(3)
Series B-2 Preferred Stock	(5)	11/02/2018		C			203,125	(5)	(5)	Common Stock	243,750(1)	$0.00	0	I	By NeoMed Innovation V, L.P.(3)
Series C Preferred Stock	(6)	11/02/2018		C			308,155	(6)	(6)	Common Stock	369,786(1)	$0.00	0	I	By NeoMed Innovation V, L.P.(3)

1. Name and Address of Reporting Person* NeoMed Innovation V Ltd (Last) (First) (Middle) 13 CASTLE STREET (Street) ST. HELIER Y9 JE4 5UT (City) (State) (Zip)

1. Name and Address of Reporting Person* NeoMed Innovation V L.P. (Last) (First) (Middle) 13 CASTLE STREET (Street) ST. HELIER Y9 JE4 5UT (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 A preferred stock automatically converted into 2.31660 shares of the Issuer's common stock. The A preferred stock had no expiration date.

3. The shares are held of record by NeoMed Innovation V, L.P. ("NeoMed"). NeoMed Innovation V Limited is the general partner of NeoMed and has voting and dispositive power over the shares held by NeoMed. Erik Amble, Ph.D., who is a member of the Issuer's board of directors, is a director of NeoMed Innovation V Limited, and may be deemed to have voting and dispositive power over the shares held by NeoMed. Mr. Amble disclaims beneficial ownership of these securities and this report shall not be deemed an admission that Mr. Amble is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his respective pecuniary interest therein.

4. 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-1 preferred stock automatically converted into 1.2 shares of the Issuer's common stock. The B-1 preferred stock had no expiration date.

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 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.

6. 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/ Erik Amble, Ph.D. on behalf of NeoMed Innovation V Limited	11/02/2018
	/s/ Erik Amble, Ph.D. on behalf of NeoMed Innovation V, L.P.	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.