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* Sama Rinda (Last) (First) (Middle) 26 TECHNOLOGY DRIVE (Street) IRVINE CA 92618 (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 10% Owner X Officer (give title below) Other (specify below) Chief Operating Officer	5. If Amendment, Date of Original Filed (Month/Day/Year) 10/30/2018
			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)

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
Stock Options (Right to buy)	(1)	06/29/2024	Common Stock	1,800(2)	0.97	I	By Spouse
Stock Options (Right to buy)	(3)	04/01/2025	Common Stock	1,800(2)	0.97	I	By Spouse
Stock Options (Right to buy)	(4)	01/15/2026	Common Stock	7,472(2)	0.98	I	By Spouse
Stock Options (Right to buy)	(5)	05/22/2027	Common Stock	1,870(2)	1.32	I	By Spouse
Stock Options (Right to buy)	(6)	07/05/2027	Common Stock	1,040(2)	1.32	I	By Spouse
Stock Options (Right to buy)	(7)	08/25/2027	Common Stock	1,892(2)	1.42	I	By Spouse
Stock Options (Right to buy)	(8)	03/30/2028	Common Stock	4,200(2)	1.63	I	By Spouse

Explanation of Responses:

1. The shares subject to the option will vest over a period of four years, with 1/4th of the shares subject to the option vesting on June 30, 2015 and the remainder vesting at a rate of 1/36th per month commencing upon the one-year anniversary of June 30, 2015, provided the reporting person remains in continuous service on each vesting date, subject to accelerated vesting in certain events, including upon certain changes of control of the Issuer. The option is subject to an early exercise provision and is immediately exercisable.

2. These options were omitted from the reporting person's original Form 3.

3. The shares subject to the option will vest over a period of four years, with 1/4th of the shares subject to the option vesting on April 2, 2016 and the remainder vesting at a rate of 1/36th per month commencing upon the one-year anniversary of April 2, 2016, provided the reporting person remains in continuous service on each vesting date, subject to accelerated vesting in certain events, including upon certain changes of control of the Issuer. The option is subject to an early exercise provision and is immediately exercisable.

4. The shares subject to the option will vest over a period of four years, with 1/4th of the shares subject to the option vesting on January 15, 2017 and the remainder vesting at a rate of 1/36th per month commencing upon the one-year anniversary of January 15, 2017, provided the reporting person remains in continuous service on each vesting date, subject to accelerated vesting in certain events, including upon certain changes of control of the Issuer. The option is subject to an early exercise provision and is immediately exercisable.

5. The shares subject to the option will vest over a period of four years, with 1/4th of the shares subject to the option vesting on May 23, 2018 and the remainder vesting at a rate of 1/36th per month commencing upon the one-year anniversary of May 23, 2018, provided the reporting person remains in continuous service on each vesting date, subject to accelerated vesting in certain events, including upon certain changes of control of the Issuer. The option is subject to an early exercise provision and is immediately exercisable.

6. The shares subject to the option will vest over a period of four years, with 1/4th of the shares subject to the option vesting on July 5, 2018 and the remainder vesting at a rate of 1/36th per month commencing upon the one-year anniversary of July 5, 2018, provided the reporting person remains in continuous service on each vesting date, subject to accelerated vesting in certain events, including upon certain changes of control of the Issuer. The option is subject to an early exercise provision and is immediately exercisable.

7. The shares subject to the option will vest over a period of four years, with 1/4th of the shares subject to the option vesting on July 21, 2018 and the remainder vesting at a rate of 1/36th per month commencing upon the one-year anniversary of July 21, 2018, provided the reporting person remains in continuous service on each vesting date, subject to accelerated vesting in certain events, including upon certain changes of control of the Issuer. The option is subject to an early exercise provision and is immediately exercisable.

8. The shares subject to the option will vest over a period of four years, with 1/4th of the shares subject to the option vesting on March 30, 2019 and the remainder vesting at a rate of 1/36th per month commencing upon the one-year anniversary of March 30, 2019, provided the reporting person remains in continuous service on each vesting date, subject to accelerated vesting in certain events, including upon certain changes of control of the Issuer. The option is subject to an early exercise provision and is immediately exercisable.

Remarks:

	/s/ Michael V. Williamson, as Attorney-in-Fact for Rinda Sama	05/10/2019
	** 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).
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