Statement of Changes in Beneficial Ownership (4)
01 April 2023 - 12:31AM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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1. Name and Address of Reporting Person
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SMITH PATRICK W |
2. Issuer Name and Ticker or Trading Symbol
AXON ENTERPRISE, INC.
[
AXON
]
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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 |
(Last)
(First)
(Middle)
17800 NORTH 85TH STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/29/2023 |
(Street)
SCOTTSDALE, AZ 85255 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 3/29/2023 | | M(1) | | 116135 | A | $216.83 | 2914836 | D | |
Common Stock | 3/29/2023 | | S(1)(2) | | 54913 | D | $217.2837 | 2859923 | D | |
Common Stock | 3/29/2023 | | S(1)(3) | | 13728 | D | $217.2837 | 2846195 | D | |
Common Stock | 3/30/2023 | | M(1) | | 90259 | A | $217.70 | 2936454 | D | |
Common Stock | 3/30/2023 | | S(1)(2) | | 20963 | D | $216.8083 (4) | 2915491 | D | |
Common Stock | 3/30/2023 | | S(1)(2) | | 21782 | D | $217.6576 (5) | 2893709 | D | |
Common Stock | 3/30/2023 | | S(1)(3) | | 9363 | D | $217.6576 (5) | 2884346 | D | |
Common Stock | 3/30/2023 | | S(1)(3) | | 820 | D | $218.3731 (6) | 2883526 | D | |
Common Stock | 3/30/2023 | | S(1)(3) | | 503 | D | $219.30 | 2883023 | D | |
Common Stock | 3/31/2023 | | M(1) | | 200280 | A | $224.85 | 3083303 | D | |
Common Stock | 3/31/2023 | | S(1)(2) | | 1952 | D | $219.4930 (7) | 3081351 | D | |
Common Stock | 3/31/2023 | | S(1)(2) | | 891 | D | $221.3064 (8) | 3080460 | D | |
Common Stock | 3/31/2023 | | S(1)(2) | | 17620 | D | $222.0508 (9) | 3062840 | D | |
Common Stock | 3/31/2023 | | S(1)(2) | | 15239 | D | $223.1254 (10) | 3047601 | D | |
Common Stock | 3/31/2023 | | S(1)(2) | | 9547 | D | $224.2556 (11) | 3038054 | D | |
Common Stock | 3/31/2023 | | S(1)(2) | | 43356 | D | $224.9166 (12) | 2994698 | D | |
Common Stock | 3/31/2023 | | S(1)(2) | | 5832 | D | $226.1621 (13) | 2988866 | D | |
Common Stock | 3/31/2023 | | S(1)(3) | | 3340 | D | $226.1621 (13) | 2985526 | D | |
Common Stock | 3/31/2023 | | S(1)(3) | | 2757 | D | $227.0432 (14) | 2982769 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Employee Stock Option | $28.58 | 3/29/2023 | | M (1) | | | 116135 | 3/24/2023 | 2/28/2028 | Common Stock | 116135 | $0 | 296473 | D | |
Employee Stock Option | $28.58 | 3/30/2023 | | M (1) | | | 90259 | 3/24/2023 | 2/28/2028 | Common Stock | 90259 | $0 | 206214 | D | |
Employee Stock Option | $28.58 | 3/31/2023 | | M (1) | | | 200280 | 3/24/2023 | 2/28/2028 | Common Stock | 200280 | $0 | 5934 | D | |
Explanation of Responses: |
(1) | The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 28, 2022. |
(2) | Securities disposed represent securities sold to settle the reporting person's tax liability and exercise price pursuant to a filed Rule 10b5-1 plan. The remainder of the shares, with the exception of those reported on this Form 4, are subject to a 2.5 year holding period. |
(3) | This sale of vested restricted stock units was executed pursuant to a filed Rule 10b5-1 plan. |
(4) | The transaction was executed in multiple trades at prices ranging from $216.25 to $217.24. The price reported above reflects the weighted average sales 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) | The transaction was executed in multiple trades at prices ranging from $217.25 to $218.22. The price reported above reflects the weighted average sales 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) | The transaction was executed in multiple trades at prices ranging from $218.25 to $219.07. The price reported above reflects the weighted average sales 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 transaction was executed in multiple trades at prices ranging from $218.88 to $219.87. The price reported above reflects the weighted average sales 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. |
(8) | The transaction was executed in multiple trades at prices ranging from $220.62 to $221.61. The price reported above reflects the weighted average sales 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. |
(9) | The transaction was executed in multiple trades at prices ranging from $221.62 to $222.61. The price reported above reflects the weighted average sales 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. |
(10) | The transaction was executed in multiple trades at prices ranging from $222.63 to $223.62. The price reported above reflects the weighted average sales 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. |
(11) | The transaction was executed in multiple trades at prices ranging from $223.64 to $224.63. The price reported above reflects the weighted average sales 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. |
(12) | The transaction was executed in multiple trades at prices ranging from $224.64 to $225.56. The price reported above reflects the weighted average sales 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. |
(13) | The transaction was executed in multiple trades at prices ranging from $225.70 to $226.66. The price reported above reflects the weighted average sales 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. |
(14) | The transaction was executed in multiple trades at prices ranging from $226.72 to $227.57. The price reported above reflects the weighted average sales 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
SMITH PATRICK W 17800 NORTH 85TH STREET SCOTTSDALE, AZ 85255 | X |
| CHIEF EXECUTIVE OFFICER |
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Signatures
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/s/ Patrick W. Smith, by Isaiah Fields, Attorney-in-Fact | | 3/31/2023 |
**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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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