X0206 3 2018-10-30 0 0001603756 Axonics Modulation Technologies, Inc. AXNX 0001757283 Andera Partners 374 RUE SAINT ST HONORE ST. 75001 PARIS 0 0 1 0 0001756321 BioDiscovery 4 FCPR 374 RUE SAINT ST HONORE ST. 75001 PARIS 0 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. This report is filed jointly by Andera Partners ("Andera") and BioDiscovery 4 FCPR ("BioDiscovery"). The shares are held of record by BioDiscovery. Andera is the manager of BioDiscovery and may be deemed to have sole voting and dispositive power over the shares held by BioDiscovery. 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. /s/ Aichatou DIOP for Andera Partners 2018-10-30 /s/ Aichatou DIOP for BioDiscovery 4 FCPR 2018-10-30