0000904454-18-000111.txt : 20180131 0000904454-18-000111.hdr.sgml : 20180131 20180131155736 ACCESSION NUMBER: 0000904454-18-000111 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180131 DATE AS OF CHANGE: 20180131 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AXON ENTERPRISE, INC. CENTRAL INDEX KEY: 0001069183 STANDARD INDUSTRIAL CLASSIFICATION: ORDNANCE & ACCESSORIES, (NO VEHICLES/GUIDED MISSILES) [3480] IRS NUMBER: 860741227 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-62259 FILM NUMBER: 18562640 BUSINESS ADDRESS: STREET 1: 17800 N. 85TH ST. CITY: SCOTTSDALE STATE: AZ ZIP: 85255 BUSINESS PHONE: 480-991-0797 MAIL ADDRESS: STREET 1: 17800 N. 85TH ST. CITY: SCOTTSDALE STATE: AZ ZIP: 85255 FORMER COMPANY: FORMER CONFORMED NAME: TASER INTERNATIONAL INC DATE OF NAME CHANGE: 20010212 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Abdiel Qualified Master Fund LP CENTRAL INDEX KEY: 0001508239 IRS NUMBER: 208096029 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 410 PARK AVENUE STREET 2: SUITE 530 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 646-496-9351 MAIL ADDRESS: STREET 1: 89 NEXUS WAY CITY: CAMANA BAY STATE: E9 ZIP: KY1-9007 SC 13G/A 1 s13ga_012218-axonenterprise.htm SCHEDULE 13G/A FOR AXON ENTERPRISE, INC. BY ABDIEL QUALIFIED MASTER FUND, LP


UNITED STATES 
 SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
Under the Securities Exchange Act of 1934
 
(Amendment No. 1)*
 
Axon Enterprise, Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
05464C101
(CUSIP Number)
 
December 31, 2017
Date of Event Which Requires Filing of this Statement
 

 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o  Rule 13d-1(b)
 
x   Rule 13d-1(c)
 
o   Rule 13d-1(d)

*  The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
 
 
 
CUSIP No. 05464C101

 
1
Name of Reporting Person:
Abdiel Qualified Master Fund, LP
 
I.R.S. Identification No. of above Person (entities only) (voluntary)
 
  
2
Check the Appropriate Box if a Member of a Group
 
(a)  ☐
(b)  ☐
 
  
3
SEC USE ONLY
 
 
  
4
Citizenship or Place of Organization

 Cayman Islands
 
  


NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
 REPORTING PERSON
WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
2,982,796
 
7
SOLE  DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
2,982,796
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
2,982,796
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ☐
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6% *
 
12
TYPE OF REPORTING PERSON
PN
 

* Based on 52,912,769 shares of Common Stock outstanding as of October 31, 2017, as reported in the Issuer's Report on Form 10-Q for the period ended September 30, 2017 filed with the Securities and Exchange Commission on November 9, 2017.
 
 
 
 
 
2
 
 
CUSIP No. 05464C101

 
1
Names of Reporting Person:
Abdiel Capital, LP
 
I.R.S. Identification No. of above Person (entities only) (voluntary)
 
  
2
Check the Appropriate Box if a Member of a Group
 
(a)  ☐
(b)  ☐
 
  
3
SEC USE ONLY
 
 
  
4
Citizenship or Place of Organization

 Delaware
 
  


NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
 REPORTING PERSON
WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
110,149
 
7
SOLE  DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
110,149
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
110,149
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ☐
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2% *
 
12
TYPE OF REPORTING PERSON
PN
 

* Based on 52,912,769 shares of Common Stock outstanding as of October 31, 2017, as reported in the Issuer's Report on Form 10-Q for the period ended September 30, 2017 filed with the Securities and Exchange Commission on November 9, 2017.

 
 
 
 
3
 
 
CUSIP No. 05464C101

 
1
Names of Reporting Person:
Abdiel Capital Management, LLC
 
I.R.S. Identification No. of above Person (entities only) (voluntary)
 
  
2
Check the Appropriate Box if a Member of a Group
 
(a)  ☐
(b)  ☐
 
  
3
SEC USE ONLY
 
 
  
4
Citizenship or Place of Organization

 Delaware
 
  


NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
 REPORTING PERSON
WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
3,092,945*
 
7
SOLE  DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
3,092,945*
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
3,092,945*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ☐
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8% **
 
12
TYPE OF REPORTING PERSON
OO
 

* Consists of 2,982,796 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 110,149 shares of Common Stock held by Abdiel Capital, LP.
** Based on 52,912,769 shares of Common Stock outstanding as of October 31, 2017, as reported in the Issuer's Report on Form 10-Q for the period ended September 30, 2017 filed with the Securities and Exchange Commission on November 9, 2017.
 
 
 
 
 
4
 
 
CUSIP No. 05464C101

1
Names of Reporting Person:
Abdiel Capital Advisors, LP
 
I.R.S. Identification No. of above Person (entities only) (voluntary)
 
  
2
Check the Appropriate Box if a Member of a Group
 
(a)  ☐
(b)  ☐
 
  
3
SEC USE ONLY
 
 
  
4
Citizenship or Place of Organization

 Delaware
 
  


NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
 REPORTING PERSON
WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
3,092,945*
 
7
SOLE  DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
3,092,945*
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
3,092,945*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ☐
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8% **
 
12
TYPE OF REPORTING PERSON
PN, IA
 

* Consists of 2,982,796 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 110,149 shares of Common Stock held by Abdiel Capital, LP.
**Based on 52,912,769 shares of Common Stock outstanding as of October 31, 2017, as reported in the Issuer's Report on Form 10-Q for the period ended September 30, 2017 filed with the Securities and Exchange Commission on November 9, 2017.
 
 
 
 
 
5
 
 
CUSIP No. 05464C101

 
1
Names of Reporting Person:
Colin T. Moran
 
I.R.S. Identification No. of above Person (entities only) (voluntary)
 
  
2
Check the Appropriate Box if a Member of a Group
 
(a)  ☐
(b)  ☐
 
  
3
SEC USE ONLY
 
 
  
4
Citizenship or Place of Organization

 United States
 
  


NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
 REPORTING PERSON
WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
3,092,945*
 
7
SOLE  DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
3,092,945*
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
3,092,945*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ☐
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8% **
 
12
TYPE OF REPORTING PERSON
IN
 

* Consists of 2,982,796 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 110,149 shares of Common Stock held by Abdiel Capital, LP.
** Based on 52,912,769 shares of Common Stock outstanding as of October 31, 2017, as reported in the Issuer's Report on Form 10-Q for the period ended September 30, 2017 filed with the Securities and Exchange Commission on November 9, 2017.
 
 
 
 
 
6
 
 
CUSIP No. 05464C101
 
 
AMENDMENT NO. 1 TO SCHEDULE 13G

Reference is hereby made to the statement on Schedule 13G filed with the Securities and Exchange Commission by the Reporting Persons with respect to the Common Stock of the Issuer on June 30, 2017 (the "Schedule 13G").  Terms defined in the Schedule 13G are used herein as so defined.
The following Items of the Schedule 13G are hereby amended and restated as follows:
Item 4
Ownership:
 
(a) through (c):
 
The information requested herein is incorporated by reference to the cover pages to this Amendment No. 1 to Schedule 13G.
 
Abdiel Capital Management, LLC and Abdiel Capital Advisors, LP serve as the general partner and the investment manager, respectively, of Abdiel Qualified Master Fund, LP and Abdiel Capital, LP.  Colin T. Moran serves as managing member of Abdiel Capital Management, LLC and Abdiel Capital Partners, LLC, which serves as the general partner of Abdiel Capital Advisors, LP.  Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
 
  
   
   
   
   
   
   
   
   
   
 
   
   
   
   
   
   

 
 
 
 
 
7

 
CUSIP No. 05464C101
 

SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  January 31, 2018

 
ABDIEL QUALIFIED MASTER FUND, LP
 
 
 
 
 
 
By:
Abdiel Capital Management, LLC, its General Partner
 
 
 
 
 
 
By:
/s/ Colin T. Moran
 
 
 
Colin T. Moran, Managing Member
 
 
 
 
 
 
 
 
 
  
ABDIEL CAPITAL, LP
 
 
 
 
 
 
By:
Abdiel Capital Management, LLC, its General Partner
 
 
 
 
 
 
By:
/s/ Colin T. Moran
 
 
 
Colin T. Moran, Managing Member
 
 
 
 
 
 
 
 
 
 
ABDIEL CAPITAL MANAGEMENT, LLC
 
 
 
 
 
 
By:
/s/ Colin T. Moran
 
 
 
Colin T. Moran, Managing Member
 
 
 
 
 
 
 
 
 
 
ABDIEL CAPITAL ADVISORS, LP
 
 
 
 
 
 
By:
Abdiel Capital Partners, LLC, its General Partner
 
 
 
 
 
 
By:
/s/ Colin T. Moran
 
 
 
Colin T. Moran, Managing Member
 
 
 
 
 
 
 
 
 
 
COLIN T. MORAN
 
 
 
 
 
 
By:
/s/ Colin T. Moran
 
 
 
Colin T. Moran, Individually
 
 
 
 
 
 
 
 
 
8