X0306 4 2018-11-02 0 0001603756 Axonics Modulation Technologies, Inc. AXNX 0001578307 Wisniewski Raphael 26 TECHNOLOGY DRIVE IRVINE CA 92618 1 0 1 0 Common Stock 2018-11-02 4 C 0 799228 A 799228 I See footnote Common Stock 2018-11-02 4 C 0 806080 A 1605308 I See footnote Common Stock 2018-11-02 4 C 0 431250 A 2036558 I See footnote Common Stock 2018-11-02 4 C 0 654237 A 2690795 I See footnote Common Stock 2018-11-02 4 P 0 866666 15.00 A 3557461 I See footnote Series A Preferred Stock 2018-11-02 4 C 0 345000 0.00 D Common Stock 799228 0 I See footnote Series B-1 Preferred Stock 2018-11-02 4 C 0 671733 0.00 D Common Stock 806080 0 I See footnote Series B-2 Preferred Stock 2018-11-02 4 C 0 359375 0.00 D Common Stock 431250 0 I See footnote Series C Preferred Stock 2018-11-02 4 C 0 545197 0.00 D Common Stock 654237 0 I See footnote Reflects a 1.2-for-1 forward stock split of the Issuer's common stock effected on October 18, 2018. 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 Series A preferred stock automatically converted into 2.31660 shares of the Issuer's common stock. The A preferred stock had no expiration date. 2,824,128 shares are held of record by BioDiscovery 4 FCPR ("BioDiscovery") and 733,333 shares are held of record by BioDiscovery 5 ("BioDiscovery 5"). Andera Partners ("Andera") is the manager of BioDiscovery and BioDiscovery 5 and may be deemed to have sole voting and dispositive power over the shares held by BioDiscovery and BioDiscovery 5. 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 and BioDiscovery 5. 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. 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 Series B-1 preferred stock automatically converted into 1.2 shares of the Issuer's common stock. The B-1 preferred stock had no expiration date. 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 Series B-2 preferred stock automatically converted into 1.2 shares of the Issuer's common stock. The B-2 preferred stock had no expiration date. 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 Series C preferred stock automatically converted into 1.2 shares of the Issuer's common stock. The C preferred stock had no expiration date. /s/ Michael V. Williamson, as Attorney-in-Fact for Raphael Wisniewski 2018-11-02