Patrick W Smith Form 4 AXON ENTERPRISE / PATRICK W SMITH ownership change

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

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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^*

SMITH PATRICK W

(Last) (First) (Middle)

17800 NORTH 85TH STREET

(Street)

SCOTTSDALE AZ 85255

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AXON ENTERPRISE, INC. [ AXON ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
08/30/2024

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	08/30/2024		M(1)		105,495	A	$364.97	3,030,861	D
Common Stock	08/30/2024		S(1)(2)		1,308	D	$361.4832(3)	3,029,553	D
Common Stock	08/30/2024		S(1)(2)		6,555	D	$362.2049(4)	3,022,998	D
Common Stock	08/30/2024		S(1)(2)		9,530	D	$363.2913(5)	3,013,468	D
Common Stock	08/30/2024		S(1)(2)		12,386	D	$364.2449(6)	3,001,082	D
Common Stock	08/30/2024		S(1)(2)		20,221	D	$364.9807(7)	2,980,861	D
Common Stock	09/03/2024		M(1)		64,505	A	$355.16	3,045,366	D
Common Stock	09/03/2024		S(1)(2)		28,217	D	$355.1497(8)	3,017,149	D
Common Stock	09/03/2024		S(1)(2)		2,322	D	$355.9837(9)	3,014,827	D
Common Stock	09/03/2024		S(1)(10)		18,226	D	$355.9837(9)	2,996,601	D
Common Stock	09/03/2024		S(1)(10)		8,766	D	$356.9595(11)	2,987,835	D
Common Stock	09/03/2024		S(1)(10)		5,273	D	$358.0981(12)	2,982,562	D
Common Stock	09/03/2024		S(1)(10)		7,289	D	$358.8724(13)	2,975,273	D
Common Stock	09/03/2024		S(1)(10)		2,076	D	$359.9085(14)	2,973,197	D
Common Stock	09/03/2024		S(1)(10)		2,031	D	$361.131(15)	2,971,166	D
Common Stock	09/03/2024		S(1)(10)		800	D	$362.7	2,970,366	D
Common Stock	09/04/2024		S(1)(10)		14,444	D	$350.4843(16)	2,955,922	D
Common Stock	09/04/2024		S(1)(10)		10,758	D	$351.4429(17)	2,945,164	D
Common Stock	09/04/2024		S(1)(10)		2,874	D	$353.4932(18)	2,942,290	D
Common Stock	09/04/2024		S(1)(10)		8,753	D	$354.3646(19)	2,933,537	D
Common Stock	09/04/2024		S(1)(10)		8,090	D	$355.2614(20)	2,925,447	D
Common Stock	09/04/2024		S(1)(10)		620	D	$356.0972(21)	2,924,827	D

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
Employee Stock Option	$28.58	08/30/2024		M(1)			105,495	05/26/2023	02/28/2028	Common Stock	105,495	$0	255,436	D
Employee Stock Option	$28.58	09/03/2024		M(1)			64,505	05/26/2023	02/28/2028	Common Stock	64,505	$0	190,931	D

Explanation of Responses:

1. The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 24, 2024.

2. Securities disposed represent securities sold to settle the reporting person's tax liability and exercise price pursuant to a filed Rule 10b5-1 trading plan adopted by the reporting person on May 24, 2024. The remainder of the shares, with the exception of those reported on this Form 4, are subject to a 2.5 year holding period.

3. The transaction was executed in multiple trades at prices ranging from $360.74 to $361.73. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

4. The transaction was executed in multiple trades at prices ranging from $361.74 to $362.73. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

5. The transaction was executed in multiple trades at prices ranging from $362.76 to $363.75. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

6. The transaction was executed in multiple trades at prices ranging from $363.76 to $364.75. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

7. The transaction was executed in multiple trades at prices ranging from $364.76 to $365.28. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

8. The transaction was executed in multiple trades at prices ranging from $354.48 to $355.475. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

9. The transaction was executed in multiple trades at prices ranging from $355.48 to $356.47. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

10. This sale of unrestricted shares was executed pursuant to a filed Rule 10b5-1 trading plan adopted by the reporting person on May 24, 2024.

11. The transaction was executed in multiple trades at prices ranging from $356.48 to $357.47. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

12. The transaction was executed in multiple trades at prices ranging from $357.48 to $358.47. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

13. The transaction was executed in multiple trades at prices ranging from $358.48 to $359.43. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

14. The transaction was executed in multiple trades at prices ranging from $359.52 to $360.34. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

15. The transaction was executed in multiple trades at prices ranging from $360.55 to $361.35. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

16. The transaction was executed in multiple trades at prices ranging from $350.00 to $350.99. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

17. The transaction was executed in multiple trades at prices ranging from $351.00 to $351.92. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

18. The transaction was executed in multiple trades at prices ranging from $352.81 to $353.80. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

19. The transaction was executed in multiple trades at prices ranging from $353.82 to $354.81. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

20. The transaction was executed in multiple trades at prices ranging from $354.82 to $355.80. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

21. The transaction was executed in multiple trades at prices ranging from $355.82 to $356.21. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

	/s/ Patrick W. Smith by Isaiah Fields, Attorney-in-Fact	09/04/2024
	** 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).
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