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Form 4 AXON ENTERPRISE, INC. For: Jan 25 Filed by: SMITH PATRICK W

January 27, 2023 6:55 PM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
SMITH PATRICK W

(Last) (First) (Middle)
17800 NORTH 85TH STREET

(Street)
SCOTTSDALE AZ 85255

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AXON ENTERPRISE, INC. [ AXON ]
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
3. Date of Earliest Transaction (Month/Day/Year)
01/25/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/25/2023   M   157,955 A $ 192.18 2,695,649 D  
Common Stock 01/25/2023   S (1)   4,803 D $ 185.3492 (2) 2,690,846 D  
Common Stock 01/25/2023   S (1)   4,072 D $ 186.2217 (3) 2,686,774 D  
Common Stock 01/25/2023   S (1)   10,026 D $ 187.5415 (4) 2,676,748 D  
Common Stock 01/25/2023   S (1)   9,455 D $ 188.7298 (5) 2,667,293 D  
Common Stock 01/25/2023   S (1)   18,833 D $ 189.3774 (6) 2,648,460 D  
Common Stock 01/25/2023   S (1)   11,114 D $ 190.8086 (7) 2,637,346 D  
Common Stock 01/25/2023   S (1)   14,242 D $ 191.9426 (8) 2,623,104 D  
Common Stock 01/25/2023   S (1)   4,367 D $ 192.4123 (9) 2,618,737 D  
Common Stock 01/25/2023   S (10)   19,228 D $ 192.4123 (9) 2,599,509 D  
Common Stock 01/26/2023   M   219,829 A $ 192.33 2,819,338 D  
Common Stock 01/26/2023   S (1)   11,021 D $ 187.1973 (11) 2,808,317 D  
Common Stock 01/26/2023   S (1)   12,106 D $ 188.3504 (12) 2,796,211 D  
Common Stock 01/26/2023   S (1)   14,919 D $ 189.4558 (13) 2,781,292 D  
Common Stock 01/26/2023   S (1)   30,644 D $ 190.2636 (14) 2,750,648 D  
Common Stock 01/26/2023   S (1)   38,257 D $ 191.2505 (15) 2,712,391 D  
Common Stock 01/26/2023   S (10)   277 D $ 191.2505 (15) 2,712,114 D  
Common Stock 01/26/2023   S (10)   22,306 D $ 192.1558 (16) 2,689,808 D  
Common Stock 01/26/2023   S (10)   2,864 D $ 193.4269 (17) 2,686,944 D  
Common Stock 01/26/2023   S (10)   1,290 D $ 194.4181 (18) 2,685,654 D  
Common Stock 01/27/2023   M   159,074 A $ 191.61 2,844,728 D  
Common Stock 01/27/2023   S (1)   22,326 D $ 189.2386 (19) 2,822,402 D  
Common Stock 01/27/2023   S (1)   46,086 D $ 190.1763 (20) 2,776,316 D  
Common Stock 01/27/2023   S (1)   8,848 D $ 191.1145 (21) 2,767,468 D  
Common Stock 01/27/2023   S (10)   4,070 D $ 191.1145 (21) 2,763,398 D  
Common Stock 01/27/2023   S (10)   8,061 D $ 192.4128 (22) 2,755,337 D  
Common Stock 01/27/2023   S (10)   7,184 D $ 193.0869 (23) 2,748,153 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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 01/25/2023   M     12,429 09/30/2021 02/28/2028 Common Stock 12,429 $ 0 530,488 D  
Employee Stock Option $ 28.58 01/25/2023   M     145,526 11/16/2021 02/28/2028 Common Stock 145,526 $ 0 384,962 D  
Employee Stock Option $ 28.58 01/26/2023   M     219,829 11/16/2021 02/28/2028 Common Stock 219,829 $ 0 165,133 D  
Employee Stock Option $ 28.58 01/27/2023   M     159,074 11/16/2021 02/28/2028 Common Stock 159,074 $ 0 6,059 D  
Explanation of Responses:
1. 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.
2. The transaction was executed in multiple trades at prices ranging from $185.00 to $185.98. 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.
3. The transaction was executed in multiple trades at prices ranging from $186.01 to $187.00. 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.
4. The transaction was executed in multiple trades at prices ranging from $187.01 to $188.00. 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 $188.10 to $189.09. 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 $189.10 to $190.06. 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 $190.14 to $191.13. 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 $191.15 to $192.14. 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 $192.15 to $193.02. 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. This sale of vested restricted stock units was executed pursuant to a filed Rule 10b5-1 plan.
11. The transaction was executed in multiple trades at prices ranging from $186.70 to $187.66. 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.
12. The transaction was executed in multiple trades at prices ranging from $187.80 to $188.79. 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 $188.80 to $189.79. 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 $189.80 to $190.79. 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.
15. The transaction was executed in multiple trades at prices ranging from $190.80 to $191.79. 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.
16. The transaction was executed in multiple trades at prices ranging from $191.83 to $192.80. 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.
17. The transaction was executed in multiple trades at prices ranging from $193.00 to $193.98. 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.
18. The transaction was executed in multiple trades at prices ranging from $194.07 to $194.50. 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.
19. The transaction was executed in multiple trades at prices ranging from $188.74 to $189.73. 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.
20. The transaction was executed in multiple trades at prices ranging from $189.78 to $190.77. 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.
21. The transaction was executed in multiple trades at prices ranging from $190.78 to $191.70. 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.
22. The transaction was executed in multiple trades at prices ranging from $191.82 to $192.76. 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.
23. The transaction was executed in multiple trades at prices ranging from $192.82 to $193.69. 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.
/s/ Patrick W. Smith, by Isaiah Fields, Attorney-in-Fact 01/27/2023
** 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 Number.


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