X0206 3 2018-10-30 0 0001603756 Axonics Modulation Technologies, Inc. AXNX 0001756303 Alfred E. Mann Foundation for Scientific Research 25134 RYE CANYON LOOP SANTA CLARITA CA 91355 0 0 1 0 Common Stock 888000 D Series A Preferred Stock Common Stock 289576 D Series B-1 Preferred Stock Common Stock 925394 D Reflects a 1.2-for-1 forward stock split of the Issuer's common stock effected on October 18, 2018. Each share of Series A preferred stock is convertible, at any time, at the reporting person's election, into shares of the Issuer's common stock at the then-effective conversion rate for no additional consideration in accordance with the Issuer's Fourth Amended and Restated Certificate of Incorporation, as amended to date. In addition, effective upon the closing of the Issuer's initial public offering of its common stock under the Securities Act of 1933, as amended, each share of the Series A preferred stock will automatically convert into 2.31660 shares of the Issuer's common stock. The Series A preferred stock has no expiration date. Each share of Series B-1 preferred stock is convertible, at any time, at the reporting person's election, into shares of the Issuer's common stock at the then-effective conversion rate for no additional consideration in accordance with the Issuer's Fourth Amended and Restated Certificate of Incorporation, as amended to date. In addition, effective upon the closing of the Issuer's initial public offering of its common stock under the Securities Act of 1933, as amended, each share of the Series B-1 preferred stock will automatically convert into 1.2 shares of the Issuer's common stock. The Series B-1 preferred stock has no expiration date. Exhibit List: Exhibit 24.1 - Power of Attorney /s/ Michael V. Williamson, as Attorney-in-Fact for The Alfred E. Mann Foundation for Scientific Research 2018-10-30