SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SMITH PATRICK W

(Last) (First) (Middle)
17800 NORTH 85TH STREET

(Street)
SCOTTSDALE AZ 85255

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AXON ENTERPRISE, INC. [ AXON ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CHIEF EXECUTIVE OFFICER
3. Date of Earliest Transaction (Month/Day/Year)
09/09/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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)
Code V Amount (A) or (D) Price
Common Stock 09/09/2021 A(1) 25 A $0 430,526(2) D
Common Stock 09/09/2021 F(3) 10 D $181.15 430,516 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option $28.58 09/09/2021 A(4) 2,652,440 09/09/2021 02/28/2028 Common Stock 2,652,440 $0 4,243,904 D
Explanation of Responses:
1. The transaction consists of performance-based restricted stock units granted on January 2, 2019, for the achievement of tranches four through eight of the XSPP (eXponential Stock Performance Program) which was approved by shareholders and became effective on February 12, 2019, for which the performance conditions were determined to have been certified by the Compensation Committee on the transaction date. The units for this tranche vested on September 9, 2021. The shares are subject to a 2.5 year minimum holding period from the goal attainment date, excluding shares that are withheld to cover taxes.
2. The number of shares reported as beneficially owned by the reporting person following the transactions reported on this form has been increased by 23,000 shares following the discovery of an administrative error in two Form 4s filed by the reporting person. One of these forms was filed in 2009 and the other was filed in 2010. As a result of this administrative error, the number of shares reported as beneficially owned by the reporting person has been understated by 23,000 shares since 2010. The transactions reported in the referenced forms from 2009 and 2010 were correctly reported.
3. Securities disposed represent securities withheld to settle the reporting person's tax liability incident to the vesting of tranches four through eight of the XSPP (eXponential Stock Performance Plan). The remainder of the shares are subject to a 2.5 year minimum holding period.
4. The transaction consists of performance-based restricted stock options granted on February 26, 2018 (which was approved by shareholders and became effective on May 24, 2018) for the achievement of tranches four through eight of the CEO Performance Award for which the performance conditions were determined to have been certified by the Compensation Committee on the transaction date. The options for these tranches vested on September 9, 2021. Once the options are exercised, the shares are subject to a 2.5 year minimum holding period, excluding shares sold or made available to sell to cover taxes.
/s/ Patrick W. Smith, by Jawad A. Ahsan, Attorney-in-Fact 09/09/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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