AXON ENTERPRISE, INC. — Director's Dealing 2021

Nov 20, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AXON ENTERPRISE, INC. (AXON)
CIK: 0001069183
Period of Report: 2021-11-17

Reporting Person: SMITH PATRICK W (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-17	Common Stock	M	167	$172.89	Acquired	2066072	Direct
2021-11-17	Common Stock	S	20	$180	Disposed	2066052	Direct
2021-11-17	Common Stock	S	80	$180	Disposed	2065972	Direct
2021-11-18	Common Stock	M	11982	$174.43	Acquired	2077954	Direct
2021-11-18	Common Stock	S	1447	$180.1550	Disposed	2076507	Direct
2021-11-18	Common Stock	S	5790	$180.1550	Disposed	2070717	Direct
2021-11-19	Common Stock	M	212491	$181.94	Acquired	2283208	Direct
2021-11-19	Common Stock	S	23879	$180.5066	Disposed	2259329	Direct
2021-11-19	Common Stock	S	2107	$181.5913	Disposed	2257222	Direct
2021-11-19	Common Stock	S	57210	$181.5913	Disposed	2200012	Direct
2021-11-19	Common Stock	S	43354	$182.3826	Disposed	2156658	Direct
2021-11-19	Common Stock	S	3380	$183.1134	Disposed	2153278	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-17	Employee Stock Option	$28.58	M	167	Disposed	2028-02-28	Common Stock (167)	Direct
2021-11-17	Employee Stock Option	$28.58	A	530488	Acquired	2028-02-28	Common Stock (530488)	Direct
2021-11-17	Employee Stock Option	$28.58	A	530488	Acquired	2028-02-28	Common Stock (530488)	Direct
2021-11-18	Employee Stock Option	$28.58	M	11982	Disposed	2028-02-28	Common Stock (11982)	Direct
2021-11-19	Employee Stock Option	$28.58	M	212491	Disposed	2028-02-28	Common Stock (212491)	Direct

Footnotes

F1: This sale of vested restricted stock units was executed pursuant to a filed Rule 10b5-1 plan.

F2: 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.

F3: The transaction was executed in multiple trades at prices ranging from $180.00 to $180.50. 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.

F4: The transaction was executed in multiple trades at prices ranging from $180.00 to $180.97. 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.

F5: The transaction was executed in multiple trades at prices ranging from $181.00 to $181.99. 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.

F6: The transaction was executed in multiple trades at prices ranging from $182.00 to $182.96. 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.

F7: The transaction was executed in multiple trades at prices ranging from $183.00 to $183.40. 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.

F8: 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 nine and ten 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 November 17, 2021. Once the options are exercised, the shares are subject to a 2.5 year minimum holding period, excluding shares withheld, sold or made available to sell to cover taxes.