SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Andera Partners

(Last) (First) (Middle)
374 RUE SAINT ST HONORE ST.

(Street)
75001 PARIS

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Axonics Modulation Technologies, Inc. [ AXNX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/02/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/02/2018 C 799,228(1) A (2) 799,228(1) I See footnote(3)
Common Stock 11/02/2018 C 806,080(1) A (4) 1,605,308(1) I See footnote(3)
Common Stock 11/02/2018 C 431,250(1) A (5) 2,036,558(1) I See footnote(3)
Common Stock 11/02/2018 C 654,237(1) A (6) 2,690,795(1) I See footnote(3)
Common Stock 11/02/2018 P 866,666(1) A $15 3,557,461(1) I See footnote(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (2) 11/02/2018 C 345,000 (2) (2) Common Stock 799,228(1) $0.00 0 I See footnote(3)
Series B-1 Preferred Stock (4) 11/02/2018 C 671,733 (4) (4) Common Stock 806,080(1) $0.00 0 I See footnote(3)
Series B-2 Preferred Stock (5) 11/02/2018 C 359,375 (5) (5) Common Stock 431,250(1) $0.00 0 I See footnote(3)
Series C Preferred Stock (6) 11/02/2018 C 545,197 (6) (6) Common Stock 654,237(1) $0.00 0 I See footnote(3)
1. Name and Address of Reporting Person*
Andera Partners

(Last) (First) (Middle)
374 RUE SAINT ST HONORE ST.

(Street)
75001 PARIS

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BioDiscovery 4 FCPR

(Last) (First) (Middle)
374 RUE SAINT ST HONORE ST.

(Street)
75001 PARIS

(City) (State) (Zip)
Explanation of Responses:
1. Reflects a 1.2-for-1 forward stock split of the Issuer's common stock effected on October 18, 2018.
2. 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.
3. This report is filed jointly by Andera Partners ("Andera") and BioDiscovery 4 FCPR ("BioDiscovery"). 2,824,128 shares are held of record by BioDiscovery and 733,333 shares are held of record by BioDiscovery 5 ("BioDiscovery 5"). 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.
4. 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.
5. 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.
6. 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.
Remarks:
/s/ Aichatou DIOP for Andera Partners 11/02/2018
/s/ Aichatou DIOP for BioDiscovery 4 FCPR 11/02/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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