0000899243-18-027747.txt : 20181030 0000899243-18-027747.hdr.sgml : 20181030 20181030213251 ACCESSION NUMBER: 0000899243-18-027747 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181030 FILED AS OF DATE: 20181030 DATE AS OF CHANGE: 20181030 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Andera Partners CENTRAL INDEX KEY: 0001757283 STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38721 FILM NUMBER: 181148514 BUSINESS ADDRESS: STREET 1: 374 RUE SAINT ST HONORE CITY: PARIS STATE: I0 ZIP: 75001 BUSINESS PHONE: 33-1-85-73-6603 MAIL ADDRESS: STREET 1: 374 RUE SAINT ST HONORE CITY: PARIS STATE: I0 ZIP: 75001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BioDiscovery 4 FCPR CENTRAL INDEX KEY: 0001756321 STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38721 FILM NUMBER: 181148515 BUSINESS ADDRESS: STREET 1: 374 RUE SAINT-HONORE CITY: PARIS STATE: I0 ZIP: 75001 BUSINESS PHONE: 949-396-6322 MAIL ADDRESS: STREET 1: 374 RUE SAINT-HONORE CITY: PARIS STATE: I0 ZIP: 75001 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 0001757283 Andera Partners 374 RUE SAINT ST HONORE ST. 75001 PARIS 0 0 1 0 0001756321 BioDiscovery 4 FCPR 374 RUE SAINT ST HONORE ST. 75001 PARIS 0 0 1 0 Series A Preferred Stock Common Stock 799228 I See footnote Series B-1 Preferred Stock Common Stock 806080 I See footnote Series B-2 Preferred Stock Common Stock 431250 I See footnote Series C Preferred Stock Common Stock 654237 I See footnote Each share of Series A preferred stock is convertible, at any time, at the reporting person'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 A preferred stock will automatically convert into 2.31660 shares of the Issuer's common stock. The Series A 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. This report is filed jointly by Andera Partners ("Andera") and BioDiscovery 4 FCPR ("BioDiscovery"). The shares are held of record by BioDiscovery. Andera is the manager of BioDiscovery and may be deemed to have sole voting and dispositive power over the shares held by BioDiscovery. Each share of Series B-1 preferred stock is convertible, at any time, at the reporting person'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 B-1 preferred stock will automatically convert into 1.2 shares of the Issuer's common stock. The Series B-1 preferred stock has no expiration date. Each share of Series B-2 preferred stock is convertible, at any time, at the reporting person'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 B-2 preferred stock will automatically convert into 1.2 shares of the Issuer's common stock. The Series B-2 preferred stock has no expiration date. Each share of Series C preferred stock is convertible, at any time, at the reporting person'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. /s/ Aichatou DIOP for Andera Partners 2018-10-30 /s/ Aichatou DIOP for BioDiscovery 4 FCPR 2018-10-30