Rinda Sama - Jan 31, 2024 Form 4 Insider Report for Axonics, Inc. (AXNX)

Role: Chief Operating Officer
Signature: Kari L. Keese, as Attorney-in-fact for Rinda Sama
Stock symbol: AXNX
Transactions as of: Jan 31, 2024
Transactions value $: $0
Form type: 4
Date filed: 2/2/2024, 06:00 PM
Previous filing: Feb 23, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AXNX	Common Stock	Options Exercise	$0	+28K	+50.13%	$0.00	83.9K	Jan 31, 2024	Direct
holding	AXNX	Common Stock						608	Jan 31, 2024	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	Options Exercise	$0	-10.5K	-100%	$0.00^*	0	Jan 31, 2024	Common Stock	10.5K		Direct	F1
transaction	AXNX	Performance-Based Restricted Stock Units	Options Exercise	$0	-17.5K	-100%	$0.00^*	0	Jan 31, 2024	Common Stock	17.5K		Direct	F2

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

Explanation of Responses:

Id	Content
F1	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, 2024, and provided the reporting person remains in continuous service through January 31, 2024.
F2	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.

Content

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, 2024, and provided the reporting person remains in continuous service through January 31, 2024.

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.