0001562180-22-001105.txt : 20220203 0001562180-22-001105.hdr.sgml : 20220203 20220203213055 ACCESSION NUMBER: 0001562180-22-001105 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220131 FILED AS OF DATE: 20220203 DATE AS OF CHANGE: 20220203 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dearen Danny L. CENTRAL INDEX KEY: 0001756438 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38721 FILM NUMBER: 22590681 MAIL ADDRESS: STREET 1: 26 TECHNOLOGY DRIVE CITY: IRVINE STATE: CA ZIP: 92618 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Axonics, 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 FORMER COMPANY: FORMER CONFORMED NAME: Axonics Modulation Technologies, Inc. DATE OF NAME CHANGE: 20140326 4 1 primarydocument.xml PRIMARY DOCUMENT X0306 4 2022-01-31 false 0001603756 Axonics, Inc. AXNX 0001756438 Dearen Danny L. 26 TECHNOLOGY DRIVE IRVINE CA 92618 false true false false See Remarks Common Stock 2022-02-01 4 M false 20000.00 14.19 A 30000.00 D Common Stock 2022-02-01 4 S false 2017.00 46.828 D 27983.00 D Common Stock 2022-02-01 4 S false 3730.00 48.2572 D 24253.00 D Common Stock 2022-02-01 4 S false 13853.00 49.0665 D 10400.00 D Common Stock 2022-02-01 4 S false 400.00 49.695 D 10000.00 D Common Stock 2022-01-31 4 A false 11000.00 0.00 A 21000.00 D Common Stock 2022-02-03 4 M false 36919.00 0.00 A 46919.00 D Common Stock 2022-02-03 4 S false 17737.00 48.2103 D 29182.00 D Common Stock 2022-02-03 4 S false 947.00 49.0347 D 28235.00 D Stock Option (Right to Buy) 14.19 2022-02-01 4 M false 20000.00 0.00 D 2029-01-30 Common Stock 20000.00 32468.00 D Performance-Based Restricted Stock Units 2022-01-31 4 A false 5250.00 0.00 A 2023-01-31 Common Stock 5250.00 5250.00 D Performance-Based Restricted Stock Units 2022-01-31 4 A false 5250.00 0.00 A 2024-01-31 Common Stock 5250.00 5250.00 D Performance-Based Restricted Stock Units 2022-02-03 4 M false 10833.00 0.00 D 2022-01-31 Common Stock 10833.00 0.00 D Performance-Based Restricted Stock Units 0.00 2022-02-03 4 M false 26086.00 0.00 D 2021-12-31 Common Stock 26086.00 0.00 D The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan. Each Performance-Based Restricted Stock Unit represents the contingent right to receive one share of common stock, subject to the Issuer's achievement of certain operational and performance objectives during the fiscal year ending December 31, 2022 and provided the reporting person remains in continuous service through January 31, 2023. The number of Performance-Based Restricted Stock Units represents the target number of Performance-Based Restricted Stock Units that were granted to the reporting person on the date of grant, each of which represents the contingent right to receive one share of 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 which the reporting person may ultimately become entitled ranges from 0% to 200% of the target number of Performance-Based Restricted Stock Units granted, based upon the total shareholder 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, 2024, and provided the reporting person remains in continuous service through January 31, 2024. Each Performance-Based Restricted Stock Unit represents the contingent right to receive one share of common stock, subject to the Issuer's achievement of certain operational and performance objectives during the fiscal year ending December 31, 2021 and provided the reporting person remains in continuous service through January 31, 2022. The number of Performance-Based Restricted Stock Units represents the target number of Performance-Based Restricted Stock Units that were granted to the reporting person on the date of grant, each of which represents the contingent right to receive one share of 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 which the reporting person may ultimately become entitled ranges from 0% to 200% of the target number of Performance-Based Restricted Stock Units granted, based upon the total shareholder return of the Issuer's common stock relative to its peer group index over a performance period consisting of the two fiscal years ending December 31, 2021, and provided the reporting person remains in continuous service through December 31, 2021. This transaction was executed in multiple trades at prices ranging from $46.475 to $47.41. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $47.66 to $48.56. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $48.66 to $49.61. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $49.66 to $49.71. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. Shares of Issuer's common stock sold to cover the reporting person's tax obligation in connection with the conversion of the Performance-Based Restricted Stock Units disclosed herein. This transaction was executed in multiple trades at prices ranging from $47.76 to $48.75. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $48.78 to $49.14. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. The option becomes exercisable as follows: (i) 1/4 of the total number of shares of common stock underlying the option will vest on January 30, 2020 and (ii) 1/36 of the remaining shares of common stock underlying the option will vest monthly thereafter, such that the option will fully vest on January 30, 2023, provided the reporting person remains in continuous service on each vesting date. /s/ Danny L. Dearen 2022-02-03