Statement of Changes in Beneficial Ownership (4)

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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3235-0287

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * SMITH PATRICK W	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
(Last)          (First)          (Middle) 17800 NORTH 85TH STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 5/17/2021
(Street) SCOTTSDALE, AZ 85255 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	5/17/2021		A(1)		10	A	$0	438790	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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	5/17/2021		A (2)		1060976		5/17/2021	2/28/2028	Common Stock	1060976	$0	1591464	D

Explanation of Responses:
(1)	The transaction consists of performance-based restricted stock units granted on January 2, 2019, for the achievement of the second and third tranches 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 May 17, 2021. The shares are subject to a 2.5 year minimum holding period from the goal attainment date.
(2)	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 second and third tranches 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 May 17, 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.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SMITH PATRICK W 17800 NORTH 85TH STREET SCOTTSDALE, AZ 85255	X		CHIEF EXECUTIVE OFFICER

Signatures
/s/ Patrick W. Smith, by Jawad A. Ahsan, Attorney-in-Fact		5/18/2021
**Signature of Reporting Person		Date