SEC Filing - Axonics, Inc.

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sama Rinda

(Last)

(First)

(Middle)

26 TECHNOLOGY DRIVE

(Street)

IRVINE

92618

(City)

(State)

(Zip)

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
	Officer (give title below)	Other (specify below)
Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/15/2024		D⁽¹⁾⁽²⁾		83,854	D	$71⁽¹⁾	0.00	D
Common Stock	11/15/2024		D⁽¹⁾		608	D	$71⁽¹⁾	0.00	I	By Spouse

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance-Based Restricted Stock Units⁽³⁾	⁽³⁾	11/15/2024		D⁽³⁾			13,125	⁽⁴⁾	⁽³⁾⁽⁴⁾	Common Stock	13,125	$0.00	0.00	D
Stock Options (Right to buy)	$14.19	11/15/2024		D⁽⁵⁾			11,019	⁽⁵⁾	01/30/2029	Common Stock	11,019	$56.81⁽⁵⁾	0.00	D
Stock Options (Right to buy)	$25.82	11/15/2024		D⁽⁵⁾			9,962	⁽⁵⁾	12/12/2029	Common Stock	9,962	$45.18⁽⁵⁾	0.00	D
Stock Option (Right to Buy)	$1.63	11/15/2024		D⁽⁵⁾			6,294	⁽⁵⁾	03/30/2028	Common Stock	6,294	$69.37⁽⁵⁾	0.00	D

Explanation of Responses:

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.

Remarks:

	Kari L. Keese, as Attorney-in-fact for Rinda Sama	11/15/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY
      Know all by these presents, that the undersigned hereby constitutes
and appoints each of Kari L. Keese, and Michael A. Hedge, signing singly,
as the undersigned's true and lawful attorney-in-fact to:
 (1)	execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of
Axonics, Inc. (the "Company"), a Form ID and Forms 3, 4 and 5
in accordance with Section 16(a) of the Securities Exchange
Act of 1934, as amended, and the rules thereunder;
(2)	do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
and execute any such Form ID, 3, 4 or 5 and file such form
with the United States Securities and Exchange Commission and
any stock exchange or similar authority or organization; and
(3)	take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-
fact, may be of benefit to, in the best interest of, or
legally required by, the undersigned, it being understood that
the documents executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.
      The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or proper to be done in the exercise of
any of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present, with
full power of substitution or revocation, hereby ratifying and confirming
all that such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this
power of attorney and the rights and powers herein granted.  The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving
in such capacity at the request of the undersigned, are not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934, as
amended.
      This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4 and 5 with
respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.
      IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 4th day of October 2023.
Rinda Sama
/s/ Rinda Sama









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