AXON ENTERPRISE, INC. — Director's Dealing 2021

Dec 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AXON ENTERPRISE, INC. (AXON)
CIK: 0001069183
Period of Report: 2021-11-30

Reporting Person: SMITH PATRICK W (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-30	Common Stock	M	13233	$168.79	Acquired	2216358	Direct
2021-11-30	Common Stock	S	6305	$180.2967	Disposed	2210053	Direct
2021-11-30	Common Stock	S	1576	$180.2967	Disposed	2208477	Direct
2021-12-02	Common Stock	A	5	—	Acquired	2208482	Direct
2021-12-02	Common Stock	F	2	$159.36	Disposed	2208480	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-30	Employee Stock Option	$28.58	M	13233	Disposed	2028-02-28	Common Stock (13233)	Direct

Footnotes

F1: Securities disposed represent securities sold to settle the reporting person's tax liability and exercise price. The remainder of the shares, with the exception of those reported on this Form 4, are subject to a 2.5 year holding period.

F2: The transaction was executed in multiple trades at prices ranging from $180.01 to $180.995. 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.

F3: The transaction consists of performance-based restricted stock units granted on January 2, 2019, for the achievement of tranche nine 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 December 2, 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.

F4: Securities disposed represent securities withheld to settle the reporting person's tax liability incident to the vesting of tranche 9 of the XSPP (eXponential Stock Performance Plan). The remainder of the shares are subject to a 2.5 year minimum holding period.