0000899243-18-027749.txt : 20181030 0000899243-18-027749.hdr.sgml : 20181030 20181030213349 ACCESSION NUMBER: 0000899243-18-027749 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181030 FILED AS OF DATE: 20181030 DATE AS OF CHANGE: 20181030 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tammenoms Bakker Juliet CENTRAL INDEX KEY: 0001431159 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38721 FILM NUMBER: 181148521 MAIL ADDRESS: STREET 1: LONGITUDE CAPITAL MANAGEMENT CO., LLC STREET 2: 800 EL CAMINO REAL, SUITE 220 CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Axonics Modulation Technologies, Inc. CENTRAL INDEX KEY: 0001603756 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 454744083 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 26 TECHNOLOGY DRIVE CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 949-396-6322 MAIL ADDRESS: STREET 1: 26 TECHNOLOGY DRIVE CITY: IRVINE STATE: CA ZIP: 92618 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2018-10-30 0 0001603756 Axonics Modulation Technologies, Inc. AXNX 0001431159 Tammenoms Bakker Juliet 2740 SAND HILL RD 2ND FLOOR MENLO PARK CA 94025 1 0 1 0 Series C Preferred Stock Common Stock 2400000 I By Longitude Venture Partners III, L.P. Each share of Series C preferred stock is convertible, at any time, at the holder's election, into shares of the Issuer's common stock at the then-effective conversion rate for no additional consideration in accordance with the Issuer's Fourth Amended and Restated Certificate of Incorporation, as amended to date. In addition, effective upon the closing of the Issuer's initial public offering of its common stock under the Securities Act of 1933, as amended, each share of the Series C preferred stock will automatically convert into 1.2 shares of the Issuer's common stock. The Series C preferred stock has no expiration date. Reflects a 1.2-for-1 forward stock split of the Issuer's common stock effected on October 18, 2018. These shares are held directly by Longitude Venture Partners III, L.P. ("Longitude Venture III"). Longitude Capital Partners III, LLC ("Longitude Capital III"), is the general partner of Longitude Venture III and may be deemed to have voting, investment and dispositive power with respect to these securities. Ms. Tammenoms Bakker, who is a member of the Issuer's board of directors, and Patrick G. Enright are the managing members of Longitude Capital III (each a "Manager" and collectively, the "Managers"), and may each be deemed to share voting, investment and dispositive power with respect to these securities. Each of Longitude Capital III and the Managers disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. Exhibit List: Exhibit 24.1 - Power of Attorney /s/ Michael V. Williamson, as Attorney-in-Fact for Juliet Tammenoms Bakker 2018-10-30 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT

                                  POWER OF ATTORNEY

      Know all by these presents, that the undersigned hereby constitutes and
appoints each of Michael V. Williamson, Danny L. Dearen, 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 Modulation
             Technologies, 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 11th day of October 2018.


                                        /s/ Juliet Tammenoms Bakker
                                        ------------------------------
                                        Juliet Tammenoms Bakker