X0206 3 2018-10-30 0 0001603756 Axonics Modulation Technologies, Inc. AXNX 0001380178 Malik Shahzad 26 TECHNOLOGY DRIVE IRVINE CA 92618 1 0 1 0 Series B-2 Preferred Stock Common Stock 43822 I By Advent Life Sciences LLP Series B-2 Preferred Stock Common Stock 1231178 I By Advent Life Sciences Fund II LP Series C Preferred Stock Common Stock 14412 I By Advent Life Sciences LLP Series C Preferred Stock Common Stock 404937 I By Advent Life Sciences Fund II LP 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. Reflects a 1.2-for-1 forward stock split of the Issuer's common stock effected on October 18, 2018. Securities are held by Advent Life Sciences LLP ("Advent"). The reporting person, who is a member of the Issuer's board of directors, is a general partner of Advent, and disclaims beneficial ownership of the shares held by Advent except to the extent of his indirect pecuniary interest therein. Securities are held by Advent Life Sciences Fund II LP. Advent is the general partner of Advent Life Sciences Fund II LP and the reporting person, who is a member of the Issuer's board of directors, is a partner of Advent. The reporting person disclaims beneficial ownership of the shares held by Advent Life Sciences Fund II LP except to the extent of his respective indirect pecuniary interest therein. 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 Shahzad Malik 2018-10-30