Rinda Sama - Jan 31, 2023 Form 4 Insider Report for Axonics, Inc. (AXNX)

Role: Chief Operating Officer
Signature: /s/ Dan Dearen, as Attorney-in-Fact for Rinda Sama
Stock symbol: AXNX
Transactions as of: Jan 31, 2023
Transactions value $: -$1,130,157
Form type: 4
Date filed: 2/2/2023, 07:07 PM
Previous filing: Aug 12, 2022
Next filing: Feb 23, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AXNX	Common Stock	Award	$0	+8.75K	+16.01%	$0.00	63.4K	Jan 31, 2023	Direct
transaction	AXNX	Common Stock	Options Exercise	$0	+30.9K	+48.69%	$0.00	94.3K	Jan 31, 2023	Direct
transaction	AXNX	Common Stock	Sale	-$477K	-7.79K	-8.26%	$61.17	86.5K	Jan 31, 2023	Direct	F1, F2
transaction	AXNX	Common Stock	Sale	-$344K	-5.63K	-6.51%	$61.12	80.9K	Jan 31, 2023	Direct	F1, F3
transaction	AXNX	Common Stock	Sale	-$44.8K	-741	-0.92%	$60.43	80.1K	Feb 1, 2023	Direct	F1, F4
transaction	AXNX	Common Stock	Sale	-$264K	-4.33K	-5.41%	$61.02	75.8K	Feb 1, 2023	Direct	F1, F5
holding	AXNX	Common Stock						4K	Jan 31, 2023	By Spouse

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	AXNX	Performance-Based Restricted Stock Units	Award	$0	+17.5K		$0.00	17.5K	Jan 31, 2023	Common Stock	17.5K		Direct	F6
transaction	AXNX	Performance-Based Restricted Stock Units	Award	$0	+8.75K		$0.00	8.75K	Jan 31, 2023	Common Stock	8.75K		Direct	F7
transaction	AXNX	Performance-Based Restricted Stock Units	Options Exercise	$0	-10.9K	-100%	$0.00^*	0	Jan 31, 2023	Common Stock	10.9K		Direct	F8
transaction	AXNX	Performance-Based Restricted Stock Units	Options Exercise	$0	-20K	-100%	$0.00^*	0	Jan 31, 2023	Common Stock	20K		Direct	F9

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Shares of Issuer's common stock sold to cover the reporting person's tax obligation in connection with the conversion of the Performance-Based Restricted Stock Units disclosed herein.
F2	This transaction was executed in multiple trades at prices ranging from $60.78 to $61.595. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
F3	This transaction was executed in multiple trades at prices ranging from $60.78 to $61.60. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
F4	This transaction was executed in multiple trades at prices ranging from $59.85 to $60.845. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
F5	This transaction was executed in multiple trades at prices ranging from $60.85 to $61.58. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
F6	Each Performance-Based Restricted Stock Unit represents the contingent right to receive one share of common stock, subject to the Issuer's achievement of certain operational and performance objectives during the fiscal year ending December 31, 2023 and provided the reporting person remains in continuous service through January 31, 2024.
F7	The number of Performance-Based Restricted Stock Units represents the target number of Performance-Based Restricted Stock Units that were granted to the reporting person on the date of grant, each of which represents the contingent right to receive one share of 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 which the reporting person may ultimately become entitled ranges from 0% to 200% of the target number of Performance-Based Restricted Stock Units granted, based upon the total shareholder 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.
F8	Each Performance-Based Restricted Stock Unit represents the contingent right to receive one share of common stock, subject to the Issuer's achievement of certain operational and performance objectives during the fiscal year ending December 31, 2022 and provided the reporting person remains in continuous service through January 31, 2023.
F9	The number of Performance-Based Restricted Stock Units represents the target number of Performance-Based Restricted Stock Units that were granted to the reporting person on the date of grant, each of which represents the contingent right to receive one share of 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 which the reporting person may ultimately become entitled ranges from 0% to 200% of the target number of Performance-Based Restricted Stock Units granted, based upon the total shareholder 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, 2023, and provided the reporting person remains in continuous service through January 31, 2023.