Michael H. Carrel - Nov 15, 2024 Form 4 Insider Report for Axonics, Inc. (AXNX)

Role: Director
Signature: /s/ Kari L. Keese, as Attorney-in-fact for Michael H Carrel
Stock symbol: AXNX
Transactions as of: Nov 15, 2024
Transactions value $: -$1,954,131
Form type: 4
Date filed: 11/15/2024, 08:58 AM
Previous filing: Aug 16, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AXNX	Common Stock	Disposed to Issuer	-$1.27M	-17.9K	-100%	$71.00	0	Nov 15, 2024	Direct	F1

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	Stock Option (Right to Buy)	Disposed to Issuer	-$185K	-5K	-100%	$36.90	0	Nov 15, 2024	Common Stock	5K	$34.10	Direct	F2
transaction	AXNX	Stock Option (Right to Buy)	Disposed to Issuer	-$502K	-10K	-100%	$50.15	0	Nov 15, 2024	Common Stock	10K	$20.85	Direct	F2

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

Explanation of Responses:

Id	Content
F1	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").
F2	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.

Content

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").

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.