X0206 3 2018-10-30 0 0001603756 Axonics Modulation Technologies, Inc. AXNX 0001578307 Wisniewski Raphael 26 TECHNOLOGY DRIVE IRVINE CA 92618 1 0 1 0 Series A Preferred Stock Common Stock 799228 I See Footnote Series B-1 Preferred Stock Common Stock 806080 I See Footnote Series B-2 Preferred Stock Common Stock 431250 I See Footnote Series C Preferred Stock Common Stock 654237 I See Footnote 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. Reflects a 1.2-for-1 forward stock split of the Issuer's common stock effected on October 18, 2018. The shares are held of record by BioDiscovery 4 FCPR ("BioDiscovery"). Andera Partners ("Andera") is the manager of BioDiscovery and may be deemed to have sole voting and dispositive power over the shares held by BioDiscovery. The reporting person is a director of the Issuer and is a partner of Andera, and may be deemed to share voting and dispositive power over the shares held by BioDiscovery. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. 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. Each share of Series B-2 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-2 preferred stock will automatically convert into 1.2 shares of the Issuer's common stock. The Series B-2 preferred stock has no expiration date. Each share of Series C 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 C preferred stock will automatically convert into 1.2 shares of the Issuer's common stock. The Series C preferred stock has no expiration date. Exhibit List: Exhibit 24.1 - Power of Attorney /s/ Michael V. Williamson, as Attorney-in-Fact for Raphael Wisniewski 2018-10-30