Axon Enterprise, Inc.
AXON ENTERPRISE, INC. (Form: SC 13G, Received: 06/30/2017 16:53:28)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
Under the Securities Exchange Act of 1934
 
(Amendment No. ___)*
 
Axon Enterprise, Inc.
 
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
05464C101
(CUSIP Number)
 
June 20, 2017
Date of Event Which Requires Filing of this Statement

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[ ]Rule 13d-1(b)
 
[x]Rule 13d-1(c)
 
[ ]Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 

CUSIP No. 05464C101
 
 
1
Name of Reporting Person:
Abdiel Qualified Master Fund, LP
 
I.R.S. Identification No. of above Person (entities only) (voluntary)
 
2
Check the Appropriate Box if a Member of a Group
 
(a) [ ]
(b) [ ]
3
SEC USE ONLY
 
4
Citizenship or Place of Organization

Cayman Islands

NUMBER OF
5
SOLE VOTING POWER
0
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
2,590,098
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
0
WITH
8
SHARED DISPOSITIVE POWER
2,590,098
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
2,590,098
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9% *
12
TYPE OF REPORTING PERSON
PN
 

* Based on 52,725,058 shares of Common Stock outstanding as of April 28, 2017, as reported in the Issuer's Report on Form 10-Q for the period ended March 31, 2017 filed with the Securities and Exchange Commission on May 10, 2017.
2

 
CUSIP No. 05464C101

 
1
Names of Reporting Person:
Abdiel Capital, LP
 
I.R.S. Identification No. of above Person (entities only) (voluntary)
 
2
Check the Appropriate Box if a Member of a Group
 
(a) [ ]
(b) [ ]
3
SEC USE ONLY
 
4
Citizenship or Place of Organization

Delaware

NUMBER OF
5
SOLE VOTING POWER
0
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
94,902
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
0
WITH
8
SHARED DISPOSITIVE POWER
94,902
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
94,902
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% *
12
TYPE OF REPORTING PERSON
PN
 

* Based on 52,725,058 shares of Common Stock outstanding as of April 28, 2017, as reported in the Issuer's Report on Form 10-Q for the period ended March 31, 2017 filed with the Securities and Exchange Commission on May 10, 2017.
3

CUSIP No. 05464C101

 
1
Names of Reporting Person:
Abdiel Capital Management, LLC
 
I.R.S. Identification No. of above Person (entities only) (voluntary)
 
2
Check the Appropriate Box if a Member of a Group
 
(a) [ ]
(b) [ ]
3
SEC USE ONLY
 
4
Citizenship or Place of Organization

Delaware

NUMBER OF
5
SOLE VOTING POWER
0
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
2,685,000 *
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
0
WITH
8
SHARED DISPOSITIVE POWER
2,685,000 *
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
2,685,000 *
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1% **
12
TYPE OF REPORTING PERSON
OO
 

* Consists of 2,590,098 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 94,902 shares of Common Stock held by Abdiel Capital, LP.
** Based on 52,725,058 shares of Common Stock outstanding as of April 28, 2017, as reported in the Issuer's Report on Form 10-Q for the period ended March 31, 2017 filed with the Securities and Exchange Commission on May 10, 2017.
4

CUSIP No. 05464C101

 
1
Names of Reporting Person:
Abdiel Capital Advisors, LP
 
I.R.S. Identification No. of above Person (entities only) (voluntary)
 
2
Check the Appropriate Box if a Member of a Group
 
(a) [ ]
(b) [ ]
3
SEC USE ONLY
 
4
Citizenship or Place of Organization

Delaware

NUMBER OF
5
SOLE VOTING POWER
0
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
2,685,000 *
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
0
WITH
8
SHARED DISPOSITIVE POWER
2,685,000 *
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
2,685,000 *
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1% **
12
TYPE OF REPORTING PERSON
PN, IA
 

* Consists of 2,590,098 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 94,902 shares of Common Stock held by Abdiel Capital, LP.
** Based on 52,725,058 shares of Common Stock outstanding as of April 28, 2017, as reported in the Issuer's Report on Form 10-Q for the period ended March 31, 2017 filed with the Securities and Exchange Commission on May 10, 2017.
5

CUSIP No. 05464C101

 
1
Names of Reporting Person:
Colin T. Moran
 
I.R.S. Identification No. of above Person (entities only) (voluntary)
 
2
Check the Appropriate Box if a Member of a Group
 
(a) [ ]
(b) [ ]
3
SEC USE ONLY
 
4
Citizenship or Place of Organization

United States

NUMBER OF
5
SOLE VOTING POWER
0
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
2,685,000 *
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
0
WITH
8
SHARED DISPOSITIVE POWER
2,685,000 *
9
AGGREGATE AMOUNT BENEFICIALLY OWNED
2,685,000 *
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1% **
12
TYPE OF REPORTING PERSON
IN
 

* Consists of 2,590,098 shares of Common Stock held by Abdiel Qualified Master Fund, LP and 94,902 shares of Common Stock held by Abdiel Capital, LP.
** Based on 52,725,058 shares of Common Stock outstanding as of April 28, 2017, as reported in the Issuer's Report on Form 10-Q for the period ended March 31, 2017 filed with the Securities and Exchange Commission on May 10, 2017.
 
6

CUSIP No. 05464C101
SCHEDULE 13G

Item 1(a)
Name of Issuer: Axon Enterprise, Inc.
 
Item 1(b)
Address of Issuer's Principal Executive Offices:
 
17800 North 85 th Street, Scottsdale, AZ 85255
 
Item 2(a)
Name of Persons Filing:
 
Abdiel Qualified Master Fund, LP
 
Abdiel Capital, LP
 
Abdiel Capital Management, LLC
 
Abdiel Capital Advisors, LP
 
Colin T. Moran
 
Item 2(b)
Address of Principal Business Office, or if None, Residence:
 
410 Park Avenue, Suite 930, New York, NY 10022
 
Item 2(c)
Citizenship:

Abdiel Qualified Master Fund, LP – Cayman Islands
 
Abdiel Capital, LP - Delaware
 
Abdiel Capital Management, LLC - Delaware
 
Abdiel Capital Advisors, LP - Delaware
 
Colin T. Moran – United States
 
Item 2(d)
Title of Class of Securities: Common Stock
 
Item 2(e)
CUSIP Number: 05464C101
 
Item3
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is:
 
Not Applicable.
 
Item 4
Ownership:
 
(a) through (c):
 
The information requested herein is incorporated by reference to the cover pages to this Schedule 13G.
 
Abdiel Capital Management, LLC and Abdiel Capital Advisors, LP serve as the general partner and the investment manager, respectively, of Abdiel Qualified Master Fund, LP and Abdiel Capital, LP. Colin T. Moran serves as managing member of Abdiel Capital Management, LLC and Abdiel Capital Partners, LLC, which serves as the general partner of Abdiel Capital Advisors, LP. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
 
Item 5
Ownership of Five Percent or Less of the Class: Not Applicable.
 
Item 6
Ownership of More Than Five Percent on Behalf of Another Person: Not Applicable.
 
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: Not Applicable.
 
Item 8
Identification and Classification of Members of the Group: Not Applicable.
 
Item 9
Notice of Dissolution of Group: Not Applicable.
 
Item 10
Certification:
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.
 


7

CUSIP No. 05464C101
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: June 30, 2017

ABDIEL QUALIFIED MASTER FUND, LP
By: Abdiel Capital Management, LLC,
its General Partner
 
By:
/s/ Colin T. Moran
Name: Colin T. Moran
Title:Managing Member
 
 
ABDIEL CAPITAL, LP
By: Abdiel Capital Management, LLC,
its General Partner
 
By:
/s/ Colin T. Moran
Name: Colin T. Moran
Title:Managing Member

ABDIEL CAPITAL MANAGEMENT, LLC
 
By:
/s/ Colin T. Moran
Name: Colin T. Moran
Title:Managing Member
 

ABDIEL CAPITAL ADVISORS, LP
By: Abdiel Capital Partners, LLC,
its General Partner
 
By:
/s/ Colin T. Moran
Name: Colin T. Moran
Title:Managing Member
 
 
COLIN T. MORAN
 
By:
/s/ Colin T. Moran
Name: Colin T. Moran
Title:Individually

8

CUSIP No. 05464C101
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G to which this Agreement is annexed as Exhibit 1, and any amendments thereto, is and will be filed on behalf of each of them in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Date: June 30, 2017

ABDIEL QUALIFIED MASTER FUND, LP
By: Abdiel Capital Management, LLC,
its General Partner
 
By:
/s/ Colin T. Moran
Name: Colin T. Moran
Title:Managing Member
 
 
ABDIEL CAPITAL, LP
By: Abdiel Capital Management, LLC,
its General Partner
 
By:
/s/ Colin T. Moran
Name: Colin T. Moran
Title:Managing Member
 

ABDIEL CAPITAL MANAGEMENT, LLC
 
By:
/s/ Colin T. Moran
Name: Colin T. Moran
Title:Managing Member
 

ABDIEL CAPITAL ADVISORS, LP
By: Abdiel Capital Partners, LLC,
its General Partner
 
By:
/s/ Colin T. Moran
Name: Colin T. Moran
Title:Managing Member

 
COLIN T. MORAN
 
By:
/s/ Colin T. Moran
Name: Colin T. Moran
Title:Individually

9