Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Dearen Danny L.	2. Issuer Name and Ticker or Trading Symbol Axonics, Inc. [ AXNX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) See Remarks
(Last) (First) (Middle) 26 TECHNOLOGY DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY) 4/20/2021
(Street) IRVINE, CA 92618 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	4/20/2021		M		1265.00	A	$1.42	85000.00	D
Common Stock	4/20/2021		S⁽¹⁾		73231.00	D	$58.1411 ⁽²⁾	11769.00	D
Common Stock	4/20/2021		S⁽¹⁾		1769.00	D	$58.6141 ⁽³⁾	10000.00	D
Common Stock	4/21/2021		M		9897.00	A	$1.42	19897.00	D
Common Stock	4/21/2021		M		15103.00	A	$14.19	35000.00	D
Common Stock	4/21/2021		S⁽¹⁾		2572.00	D	$60.2964 ⁽⁴⁾	32428.00	D
Common Stock	4/21/2021		S⁽¹⁾		14382.00	D	$61.5835 ⁽⁵⁾	18046.00	D
Common Stock	4/21/2021		S⁽¹⁾		8046.00	D	$62.1497 ⁽⁶⁾	10000.00	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$1.42	4/20/2021		M			1265.00	⁽⁷⁾	8/25/2027	Common Stock	1265.00	$0.00	13615.00	D
Stock Option (Right to Buy)	$1.42	4/21/2021		M			9897.00	⁽⁷⁾	8/25/2027	Common Stock	9897.00	$0.00	3718.00	D
Stock Option (Right to Buy)	$14.19	4/21/2021		M			15103.00	⁽⁸⁾	1/30/2029	Common Stock	15103.00	$0.00	91564.00	D

Explanation of Responses:
(1)	The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan.
(2)	This transaction was executed in multiple trades at prices ranging from $57.585 to $58.58. 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.
(3)	This transaction was executed in multiple trades at prices ranging from $58.585 to $58.70. 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.
(4)	This transaction was executed in multiple trades at prices ranging from $60.00 to $60.99. 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.
(5)	This transaction was executed in multiple trades at prices ranging from $61.00 to $61.99. 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.
(6)	This transaction was executed in multiple trades at prices ranging from $62.00 to $62.47. 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.
(7)	The shares subject to the option will vest over a period of four years, with 1/4th of the shares subject to the option vesting on July 21, 2017, and the remainder vesting at a rate of 1/36th per month commencing upon the one-year anniversary of July 21, 2017, provided the reporting person remains in continuous service on each vesting date, subject to accelerated vesting in certain events, including upon certain changes of control of the Issuer. The option is subject to an early exercise provision and is immediately exercisable.
(8)	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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Dearen Danny L. 26 TECHNOLOGY DRIVE IRVINE, CA 92618			See Remarks