X0206 3 2018-10-30 0 0001603756 Axonics Modulation Technologies, Inc. AXNX 0001431159 Tammenoms Bakker Juliet 2740 SAND HILL RD 2ND FLOOR MENLO PARK CA 94025 1 0 1 0 Series C Preferred Stock Common Stock 2400000 I By Longitude Venture Partners III, L.P. Each share of Series C preferred stock is convertible, at any time, at the holder'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. Reflects a 1.2-for-1 forward stock split of the Issuer's common stock effected on October 18, 2018. These shares are held directly by Longitude Venture Partners III, L.P. ("Longitude Venture III"). Longitude Capital Partners III, LLC ("Longitude Capital III"), is the general partner of Longitude Venture III and may be deemed to have voting, investment and dispositive power with respect to these securities. Ms. Tammenoms Bakker, who is a member of the Issuer's board of directors, and Patrick G. Enright are the managing members of Longitude Capital III (each a "Manager" and collectively, the "Managers"), and may each be deemed to share voting, investment and dispositive power with respect to these securities. Each of Longitude Capital III and the Managers disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. Exhibit List: Exhibit 24.1 - Power of Attorney /s/ Michael V. Williamson, as Attorney-in-Fact for Juliet Tammenoms Bakker 2018-10-30