X0206 3 2018-10-30 0 0001603756 Axonics Modulation Technologies, Inc. AXNX 0001756338 Pardo Geoff 26 TECHNOLOGY DRIVE IRVINE CA 92618 1 0 1 0 Series C Preferred Stock Common Stock 2266666 I By Cooperatieve Gilde Healthcare IV U.A. 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. Reflects a 1.2-for-1 forward stock split of the Issuer's common stock effected on October 18, 2018. The shares are held directly by Cooperatieve Gilde Healthcare IV U.A. ("Gilde"). The reporting person, who is a member of the Issuer's board of directors, is a partner of Gilde. Gilde is managed by Gilde Healthcare IV Management B.V. ("Management"). Management is owned by Gilde Healthcare Holding B.V. ("Holding"). Each of the reporting person, Management and Holding may be deemed to have voting, investment and dispositive power with respect to these securities. Each of the reporting person, Management and Holding 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 Geoff Pardo 2018-10-30