AXON ENTERPRISE, INC. — Director's Dealing 2023

Mar 29, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AXON ENTERPRISE, INC. (AXON)
CIK: 0001069183
Period of Report: 2023-03-24

Reporting Person: SMITH PATRICK W (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-27	Common Stock	M	57863	$218.59	Acquired	2806019	Direct
2023-03-27	Common Stock	S	5408	$216.5151	Disposed	2800611	Direct
2023-03-27	Common Stock	S	16993	$217.5545	Disposed	2783618	Direct
2023-03-27	Common Stock	S	5019	$218.3568	Disposed	2778599	Direct
2023-03-27	Common Stock	S	4157	$218.3568	Disposed	2774442	Direct
2023-03-27	Common Stock	S	2270	$219.4678	Disposed	2772172	Direct
2023-03-27	Common Stock	S	428	$220.1403	Disposed	2771744	Direct
2023-03-28	Common Stock	M	66076	$215.60	Acquired	2837820	Direct
2023-03-28	Common Stock	S	27963	$215.3978	Disposed	2809857	Direct
2023-03-28	Common Stock	S	3332	$216.0666	Disposed	2806525	Direct
2023-03-28	Common Stock	S	1742	$216.0666	Disposed	2804783	Direct
2023-03-28	Common Stock	S	4689	$217.2893	Disposed	2800094	Direct
2023-03-28	Common Stock	S	1393	$218.0887	Disposed	2798701	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-03-24	Employee Stock Option	$28.58	A	530488	Acquired	2028-02-28	Common Stock (530488)	Direct
2023-03-27	Employee Stock Option	$28.58	M	6059	Disposed	2028-02-28	Common Stock (6059)	Direct
2023-03-27	Employee Stock Option	$28.58	M	51804	Disposed	2028-02-28	Common Stock (51804)	Direct
2023-03-28	Employee Stock Option	$28.58	M	66076	Disposed	2028-02-28	Common Stock (66076)	Direct

Footnotes

F1: 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.

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 $215.90 to $216.89. 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 $216.90 to $217.89. 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 $217.90 to $218.89. 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: This sale of vested restricted stock units was executed pursuant to a filed Rule 10b5-1 plan.

F7: The transaction was executed in multiple trades at prices ranging from $218.90 to $219.68. 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 was executed in multiple trades at prices ranging from $219.93 to $220.36. 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.

F9: The transaction was executed in multiple trades at prices ranging from $214.78 to $215.77. 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.

F10: The transaction was executed in multiple trades at prices ranging from $215.78 to $216.67. 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.

F11: The transaction was executed in multiple trades at prices ranging from $216.78 to $217.76. 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.

F12: The transaction was executed in multiple trades at prices ranging from $217.81 to $218.72. 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.

F13: 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 the eleventh tranche 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 this tranche vested on March 24, 2023. 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.