X0206 3 2018-10-30 0 0001603756 Axonics Modulation Technologies, Inc. AXNX 0001756438 Dearen Danny L. 26 TECHNOLOGY DRIVE IRVINE CA 92618 0 1 0 0 See Remarks Common Stock 138491 D Stock Option (Right to Buy) 0.98 2026-01-15 Common Stock 137381 D Stock Option (Right to Buy) 1.32 2027-05-23 Common Stock 38817 D Stock Option (Right to Buy) 1.32 2027-07-05 Common Stock 24540 D Stock Option (Right to Buy) 1.42 2027-08-25 Common Stock 44644 D Stock Option (Right to Buy) 1.63 2028-03-30 Common Stock 69600 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 four 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 commencing upon the one-year anniversary of January 15, 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. 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, 2017, and the remainder vesting at a rate of 1/36th per month commencing upon the one-year anniversary of May 23, 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. 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, 2017, and the remainder vesting at a rate of 1/36th per month commencing upon the one-year anniversary of July 5, 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. 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, 2017, and the remainder vesting at a rate of 1/36th per month commencing upon the one-year anniversary of July 21, 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. 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. President, Chief Financial Officer Exhibit List: Exhibit 24.1 - Power of Attorney /s/ Michael V. Williamson, as Attorney-in-Fact for Danny L. Dearen 2018-10-30