UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Axon Enterprise, Inc.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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05464C101
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(CUSIP Number)
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December 31, 2018
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Date of Event Which Requires Filing of this Statement
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1
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Name of Reporting Person:
Abdiel Qualified Master Fund, LP
I.R.S. Identification No. of above Person (entities only) (voluntary)
|
||||
2
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Check the Appropriate Box if a Member of a Group
(a) ☐
(b) ☐ |
||||
3
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SEC USE ONLY
|
||||
4
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Citizenship or Place of Organization
Cayman Islands |
||||
NUMBER OF |
5
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SOLE VOTING POWER
0
|
|||
SHARES
BENEFICIALLY OWNED BY |
6
|
SHARED VOTING POWER
2,393,297
|
|||
EACH
REPORTING PERSON |
7
|
SOLE DISPOSITIVE POWER
0
|
|||
WITH
|
8
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SHARED DISPOSITIVE POWER
2,393,297
|
|||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED
2,393,297
|
||||
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.1% *
|
||||
12
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TYPE OF REPORTING PERSON
PN
|
1
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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 |
5
|
SOLE VOTING POWER
0
|
|||
SHARES
BENEFICIALLY OWNED BY |
6
|
SHARED VOTING POWER
82,565
|
|||
EACH
REPORTING PERSON |
7
|
SOLE DISPOSITIVE POWER
0
|
|||
WITH
|
8
|
SHARED DISPOSITIVE POWER
82,565
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
82,565
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1% *
|
||||
12
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TYPE OF REPORTING PERSON
PN
|
1
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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 |
5
|
SOLE VOTING POWER
0
|
|||
SHARES
BENEFICIALLY OWNED BY |
6
|
SHARED VOTING POWER
2,475,862*
|
|||
EACH
REPORTING PERSON |
7
|
SOLE DISPOSITIVE POWER
0
|
|||
WITH
|
8
|
SHARED DISPOSITIVE POWER
2,475,862*
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
2,475,862*
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2% **
|
||||
12
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TYPE OF REPORTING PERSON
OO
|
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 |
5
|
SOLE VOTING POWER
0
|
|||
SHARES
BENEFICIALLY OWNED BY |
6
|
SHARED VOTING POWER
2,475,862*
|
|||
EACH
REPORTING PERSON |
7
|
SOLE DISPOSITIVE POWER
0
|
|||
WITH
|
8
|
SHARED DISPOSITIVE POWER
2,475,862*
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
2,475,862*
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2% **
|
||||
12
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TYPE OF REPORTING PERSON
PN, IA
|
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 |
5
|
SOLE VOTING POWER
0
|
|||
SHARES
BENEFICIALLY OWNED BY |
6
|
SHARED VOTING POWER
2,475,862*
|
|||
EACH
REPORTING PERSON |
7
|
SOLE DISPOSITIVE POWER
0
|
|||
WITH
|
8
|
SHARED DISPOSITIVE POWER
2,475,862*
|
|||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
2,475,862*
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2% **
|
||||
12
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TYPE OF REPORTING PERSON
IN
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Item 4
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Ownership:
(a) through (c):
The information requested herein is incorporated by reference to the cover pages to this Amendment No. 2 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.
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Item 5
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Ownership of Five Percent or Less of the Class:
If this statement is being filed to report the fact that the Reporting Persons have ceased to be the beneficial
owners of more than five percent of the Common Stock, check the following: [X]
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