AXON ENTERPRISE, INC. — Director's Dealing 2021

Sep 10, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AXON ENTERPRISE, INC. (AXON)
CIK: 0001069183
Period of Report: 2021-09-09

Reporting Person: SMITH PATRICK W (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-09	Common Stock	A	25	—	Acquired	430526	Direct
2021-09-09	Common Stock	F	10	$181.15	Disposed	430516	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-09	Employee Stock Option	$28.58	A	2652440	Acquired	2028-02-28	Common Stock (2652440)	Direct

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: 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.