Ph.D John Woock - 15 Nov 2024 Form 4 Insider Report for Axonics, Inc.

Footnote 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").

Footnote F2

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.

Footnote F3

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.

Footnote F4

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.

Footnote F5

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.