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Axonics Modulation Technologies Inc.

11/15/2024 | Press release | Distributed by Public on 11/15/2024 08:00

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Woock John
2. Issuer Name and Ticker or Trading Symbol
Axonics, Inc. [AXNX] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Chief Mktg/Strtgy Officer
(Last) (First) (Middle)
26 TECHNOLOGY DRIVE 		3. Date of Earliest Transaction (Month/Day/Year)
11/15/2024
(Street)
IRVINE, CA 92618 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
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 11/15/2024 D(1)(2) 77,403 D $71(1) 0 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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
Performance-Based Restricted Stock Units(3) $ 0 11/15/2024 D(4) 13,125 (4) (3)(4) Common Stock 13,125 $ 0 0 D
Stock Options (Right to buy) $14.19 11/15/2024 D(5) 15,555 (5) 01/30/2029 Common Stock 15,555 $56.81(5) 0 D
Stock Options (Right to buy) $25.82 11/15/2024 D(5) 3,581 (5) 12/12/2029 Common Stock 3,581 $45.18(5) 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Woock John
26 TECHNOLOGY DRIVE
IRVINE, CA 92618 		EVP, Chief Mktg/Strtgy Officer

Signatures

Kari L. Keese, as Attorney-in-fact for John Woock, Ph.D 11/15/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Reflects the disposition of the reporting person's shares of the Issuer's common stock, upon the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of January 8, 2024 (the "Merger Agreement"), among the Issuer, Boston Scientific Corporation ("Parent") and Sadie Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), including the consummation of the merger of Merger Sub with and into the Issuer with the Issuer as the surviving corporation (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective time"), each outstanding share of the Issuer's common stock was canceled and converted automatically into the right to receive $71.00 in cash, without interest (The "Merger Consideration").
(2) The shares of the Issuer's common stock reported as disposed by the reporting person include restricted stock awards. Pursuant to the Merger Agreement, at the Effective Time, each outstanding restricted stock award granted under the Issuer's 2018 Omnibus Incentive Plan (f/k/a/ Axonics Modulation Technologies, Inc. 2018 Omnibus Incentive Plan) and the Axonics Modulation Technologies, Inc. 2014 Stock Incentive Plan was canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the Merger Consideration and (b) the aggregate number of shares subject to such restricted stock award, less applicable taxes and authorized deductions.
(3) Each Performance-Based Restricted Stock Unit represents the contingent right to receive one share of the Issuer's common stock, subject to the conditions set forth in the award agreement. Per the terms of the award agreement governing the Performance-Based Restricted Stock Units, the number of Performance-Based Restricted Stock Units to be earned by the reporting person ranged from 0% to 200% of the target number of Performance-Based Restricted Stock Units granted, based upon the total stockholder return of the Issuer's common stock relative to its peer group index over a performance period consisting of the two fiscal years ending January 31, 2025, and provided the reporting person remains in continuous service through January 31, 2025.
(4) Pursuant the Merge Agreement, at the Effective Time, each outstanding Performance-Based Restricted Stock Unit granted under the Issuer's 2018 Omnibus Incentive Plan (f/k/a/ Axonics Modulation Technologies, Inc. 2018 Omnibus Incentive Plan) and the Axonics Modulation Technologies, Inc. 2014 Stock Incentive Plan for which the market condition is relative total stockholder return, whether vested but unsettled or unvested, was canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the Merger Consideration and (b) the aggregate number of shares underlying such Performance-Based Restricted Stock Unit (based on the actual performance of the relevant peer group as of the Company's fiscal quarter-end immediately preceding the Effective Time and the Merger Consideration as the per share price), less applicable taxes and authorized deductions.
(5) Pursuant to the Merger Agreement, at the Effective Time, each outstanding and unexercised option to purchase shares of the Issuer's common stock granted under the Issuer's 2018 Omnibus Incentive Plan (f/k/a/ Axonics Modulation Technologies, Inc. 2018 Omnibus Incentive Plan) and the Axonics Modulation Technologies, Inc. 2014 Stock Incentive Plan (each such option, a "Company Option"), whether vested or unvested, was canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the amount by which the Merger Consideration exceeds the exercise price per share applicable to such Company Option and (b) the aggregate number of shares of the Issuer's common stock issuable upon exercise of such Company Option, less applicable taxes and authorized deductions.
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