X0206 3 2018-10-30 0 0001603756 Axonics Modulation Technologies, Inc. AXNX 0001756240 Noblett Karen 26 TECHNOLOGY DRIVE IRVINE CA 92618 0 1 0 0 Chief Medical Officer Common Stock 39720 D Stock Option (Right to Buy) 0.97 2025-10-01 Common Stock 7200 D Stock Option (Right to Buy) 0.98 2026-01-15 Common Stock 9600 D Stock Option (Right to Buy) 1.32 2027-05-23 Common Stock 701 D Stock Option (Right to Buy) 1.32 2027-07-05 Common Stock 390 D Stock Option (Right to Buy) 1.42 2027-08-25 Common Stock 710 D Stock Option (Right to Buy) 1.63 2028-03-30 Common Stock 18000 D Reflects a 1.2-for-1 forward stock split of the Issuer's common stock effected on October 18, 2018. The shares subject to the option will vest over a period of three years, with 1/4th of the shares subject to the option vesting on October 1, 2015, and the remainder vesting at a rate of 1/36th per month thereafter, 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 shares subject to the option will vest over a period of three years, with 1/4th of the shares subject to the option vesting on January 15, 2016, and the remainder vesting at a rate of 1/36th per month thereafter, 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 shares subject to the option will vest over a period of three years, with 1/4th of the shares subject to the option vesting on May 23, 2017 and the remainder vesting at a rate of 1/36th per month thereafter, 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 shares subject to the option will vest over a period of three years, with 1/4th of the shares subject to the option vesting on July 5, 2017 and the remainder vesting at a rate of 1/36th per month thereafter, 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 shares subject to the option will vest over a period of three years, with 1/4th of the shares subject to the option vesting on July 21, 2017 and the remainder vesting at a rate of 1/36th per month thereafter, 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 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. Exhibit List: Exhibit 24.1 - Power of Attorney /s/ Michael V. Williamson, as Attorney-in-Fact for Karen Noblett, M.D. 2018-10-30