As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/24/20  Andera Partners                   SC 13D/A               1:87K  Axonics Modulation Techs, Inc.    K&L Gates LLP/DC/FA
          Biodiscovery 4 FCPR
          Biodiscovery 5
          Raphael Wisniewski

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to Statement of Acquisition of            HTML     55K 
                Beneficial Ownership by a Non-Passive Investor                   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington 20549

 

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

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(Name of Issuer)

 

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(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

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Explanatory Note

Item 5 is hereby amended and restated in its entirety as follows:

(a) Based on the information reported in the Issuer’s Form 8-K filed with the Commission on December 12, 2019, there were 33,978,911 outstanding shares of Common Stock on December 12, 2019.

FCPR is the record holder of an aggregate of 2,224,128 shares of Common Stock, which represents beneficial ownership of approximately 6.6% of the outstanding shares of Common Stock. BioDiscovery 5 is the record holder of an aggregate of 733,333 shares of Common Stock, which represents beneficial ownership of approximately 2.2% of the outstanding shares of Common Stock.

Andera, as the manager of FCPR and BioDiscovery 5, has the power to vote and dispose of securities held by FCPR and BioDiscovery 5 and may be deemed to beneficially own the securities held of record by FCPR and BioDiscovery 5. Wisniewski is a partner of Andera. Wisniewski shares the decision-making power of Andera with respect to the voting and disposition of the securities of the Issuer beneficially owned by FCPR and BioDiscovery 5. As a result, Wisniewski may be deemed to beneficially own the securities of the Issuer held of record by FCPR and BioDiscovery 5. As a result, Wisniewski may beneficially own an aggregate of 2,957,461 shares of Common Stock, or approximately 8.7% of the outstanding Common Stock.

(b) Andera and Wisniewski have shared power to vote and dispose of 2,957,461 shares of Common Stock. FCPR has shared power to vote and dispose of 2,224,128 shares of Common Stock. BioDiscovery 5 has shared power to vote and dispose of 733,333 shares of Common Stock.

(c) Except as reported in this Amendment No. 2, none of the Reporting Persons have effected any transactions in the Issuer’s securities within the past 60 days.

(d) Only FCPR has the right to receive dividends from, or the proceeds from the sale of, shares of the Issuer owned by FCPR. Similarly, only BioDiscovery 5 has the right to receive dividends from, or the proceeds from the sale of, shares of the Issuer owned by BioDiscovery 5.

(e) Not applicable.