Axonics (AXNX) Form 4 Axonics / Alfred J Ford Jr 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^*

Ford Alfred J Jr

(Last) (First) (Middle)

26 TECHNOLOGY DRIVE

(Street)

IRVINE CA 92618

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Axonics, Inc. [ AXNX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/13/2023

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	01/13/2023		M		8,509	A	$1.42	45,282	D
Common Stock	01/13/2023		M		1,899	A	$1.63	47,181	D
Common Stock	01/13/2023		M		9,310	A	$25.82	56,491	D
Common Stock	01/13/2023		M		16,297	A	$14.19	72,788	D
Common Stock	01/13/2023		S		15,292	D	$65.8972(1)	57,496	D
Common Stock	01/13/2023		S		17,108	D	$66.6866(2)	40,388	D
Common Stock	01/13/2023		S		3,615	D	$67.1759(3)	36,773	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
Stock Option (Right to Buy)	$25.82	01/13/2023		M			9,310	(4)	12/12/2029	Common Stock	9,310	$0.00	4,655	D
Stock Option (Right to Buy)	$14.19	01/13/2023		M			16,297	(5)	01/30/2029	Common Stock	16,297	$0.00	0.00	D
Stock Option (Right to Buy)	$1.63	01/13/2023		M			1,899	(6)	03/30/2028	Common Stock	1,899	$0.00	0.00	D
Stock Option (Right to Buy)	$1.42	01/13/2023		M			8,509	(7)	11/15/2027	Common Stock	8,509	$0.00	0.00	D

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $65.05 USD to $66.04 USD; the price reported above reflects the weighted average sale price.

2. This transaction was executed in multiple trades at prices ranging from $66.085 USD to $67.08 USD; the price reported above reflects the weighted average sale price.

3. This transaction was executed in multiple trades at prices ranging from $67.13 USD to $67.215 USD; the price reported above reflects the weighted average sale price.

4. The option becomes exercisable as follows: (i) 1/4 of the total number of shares of common stock underlying the option will vest on December 12, 2020 and (ii) 1/36 of the remaining shares of common stock underlying the option will vest monthly thereafter, such that the option will fully vest on December 12, 2023, provided the reporting person remains in continuous service on each vesting date.

5. The option becomes exercisable as follows: (i) 1/4 of the total number of shares of common stock underlying the option will vest on January 30, 2020 and (ii) 1/36 of the remaining shares of common stock underlying the option will vest monthly thereafter, such that the option will fully vest on January 30, 2023, provided the reporting person remains in continuous service on each vesting date.

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 March 30, 2018 and the remainder vesting at a rate of 1/36th per month commencing upon the one-year anniversary of March 30, 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 November 15, 2017 and the remainder vesting at a rate of 1/36th per month commencing upon the one-year anniversary of November 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.

Remarks:

	/s/ Dan Dearen, as Attorney-in-Fact for Alfred J. Ford, Jr.	01/18/2023
	** Signature of Reporting Person	Date
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