UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934 (Amendment No._N/A_)*
Axonics Modulation Technologies, Inc.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
05465P101
(CUSIP Number)
January 16, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| [ ] | Rule 13d-1(b) | |
| [X] | Rule 13d-1(c) | |
| [ ] | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. | 05465P101 |
| 1. | NAME OF REPORTING PERSONS |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
| RTW Investments, LP | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| (a) [ ] | |
| (b) [X] | |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| Delaware, United States of America | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER |
| 0 | ||
| 6. | SHARED VOTING POWER | |
| 1,418,510* | ||
| 7. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 8. | SHARED DISPOSITIVE POWER | |
| 1,418,510* | ||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 1,418,510* | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| [ ] | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| 5.10%* | |
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| OO, IA |
| CUSIP No. | 05465P101 |
| 1. | NAME OF REPORTING PERSONS |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Roderick Wong | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| (a) [ ] | |
| (b) [X] | |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| United States of America | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER |
| 0 | ||
| 6. | SHARED VOTING POWER | |
| 1,418,510* | ||
| 7. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 8. | SHARED DISPOSITIVE POWER | |
| 1,418,510* | ||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 1,418,510* | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| [ ] | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| 5.10% | |
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| IN, HC |
| Item 1. | (a). | Name of Issuer: |
| Axonics Modulation Technologies, Inc. | ||
| (b). | Address of issuer’s principal executive offices: | |
| 26 Technology Drive | ||
| Irvine, CA 92618 | ||
| Item 2. | (a). | Name of person filing: |
| RTW Investments, LP | ||
| Roderick Wong | ||
| (b). | Address orprincipalbusinessofficeor, if none, residence: | |
RTW Investments, LP | ||
| 412 West 15th Street, Floor 9 | ||
| NewYork, NewYork 10011 | ||
| RoderickWong | ||
c/oRTW Investments, LP | ||
| 412 West 15th Street, Floor 9 | ||
| NewYork, NewYork 10019 | ||
| (c). | Citizenship: | |
| RTW Investments, LP – Delaware | ||
| RoderickWong – United States of America | ||
| (d). | Title ofclass of securities: | |
| Common Stock, par value $0.0001 | ||
| (e). | CUSIP No.: | |
| 05465P101 |
| Item3. | If This Statementis filed pursuant to§§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filingis a | ||
| N/A | |||
| Item 4. | Ownership. | ||
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identifiedin Item 1. | |||
| (a) | Amount beneficially owned: | ||
| RTW Investments, LP – 1,418,510* | |||
| RoderickWong – 1,418,510* | |||
| (b) | Percentofclass: | ||
| RTW Investments, LP – 5.10%* | |||
| RoderickWong – 5.10%* | |||
| (c) | Number of sharesas towhich the personhas: | ||
| (i) | Solepower to voteor to directthe vote | ||
| RTW Investments, LP – 0 | |||
| RoderickWong – 0 | |||
| (ii) | Shared power to vote or to direct the vote | ||
| RTW Investments, LP – 1,418,510* | |||
| RoderickWong – 1,418,510* | |||
| (iii) | Sole power to dispose or to direct the disposition of | ||
| RTW Investments, LP – 0 | |||
| RoderickWong – 0 | |||
| (iv) | Shared power to dispose orto direct the disposition of | ||
| RTW Investments, LP – 1,418,510* | |||
| RoderickWong – 1,418,510* | |||
* The common stock, par value $0.0001 (the “Shares”), of Axonics Modulation Technologies, Inc. (the “Company”), reported herein are held by two or more funds (together the “Funds”), which are managed by RTW Investments, LP (the “Adviser”). The Adviser, in its capacity as the investment manager of Funds, has the power to vote and the power to direct the disposition of all Shares held by the Funds. Accordingly, for the purposes of Reg. Section 240.13d-3, the Adviser may be deemed to beneficially own an aggregate of 1,418,510 Shares, or 5.10% of the Shares issued and outstanding as of December 11, 2018. Roderick Wong is the Managing Partner of the Adviser. The beneficial ownership percentage reported herein is based on 27,805,103 Shares issued and outstanding as of December 11, 2018, as disclosed in the Company’s Quarterly Report for the quarter ended September 30, 2018, as filed with the Securities and Exchange Commission on December 11, 2018. This report shall not be deemed an admission that the Adviser, the Funds or any other person is the beneficial owner of the securities reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the reporting persons herein disclaims beneficial ownership of the Shares reported herein except to the extent of the reporting person’s pecuniary interest therein.
| Item5. | Ownership of Five Percent or Less of a Class. |
| Ifthis statement is being filed to report the fact that as of the date hereof the reportingperson has ceased tobe the beneficial owner of more than five percent of theclass of securities, check the following [ ]. | |
| N/A | |
| Item6. | Ownership of More Than Five Percenton Behalf of AnotherPerson. |
| If any otherperson is known tohave the right to receive or the power todirect the receipt ofdividends from, or the proceeds fromthe sale of, such securities, a statementto that effect should be included in response to this item and, if such interest relatesto more than 5 percent of theclass, such person should be identified. A listing of the shareholders of an investment company registered underthe Investment Company Act of1940 or the beneficiariesof employee benefitplan, pension fund or endowment fundisnot required. | |
| N/A | |
| Item 7. | Identification and Classification ofthe Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| If a parent holding companyor control personhas filedthis schedule, pursuant to Rule13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedulepursuantto Rule13d-1(c)orRule13d-1(d), attachanexhibit stating the identification of the relevant subsidiary. | |
| N/A | |
| Item 8. | Identification andClassification of Members of theGroup. |
| If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicateunder Item3(j) and attach an exhibit stating theidentity and Item 3 classification of each member of the group. If a group has filed this schedule pursuantto Rule 13d-1(c) or Rule13d-1(d), attach an exhibit stating the identity of each member of thegroup. | |
| N/A | |
| Item9. | Noticeof Dissolution of Group. |
| Notice of dissolution of agroup maybe furnished as an exhibit stating the date of thedissolution and that all further filings with respect to transactionsin the security reported on will be filed, if required, by membersof the group, in their individual capacity. See Item 5. | |
| N/A | |
| Item 10. | Certification. |
| By signing below I certify that, to the best of my knowledge andbelief, the securities referred to above were not acquiredand arenotheld for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having thatpurpose or effect. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: January 28, 2019 | RTW Investments, LP | |
| By: | /s/ Roderick Wong | |
| Roderick Wong, Managing Partner | ||
| Roderick Wong | ||
| By: | /s/ Roderick Wong | |
| Roderick Wong, Individually | ||
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to besent.
Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
