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Michelangelo Volpi

Filed: 10 Feb 20, 4:56pm
SEC Form 4
FORM 4UNITED 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*
Volpi Michelangelo

(Last)(First)(Middle)
C/O SONOS, INC.
614 CHAPALA STREET

(Street)
SANTA BARBARACA93101

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
Sonos Inc [ SONO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/07/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock02/07/2020J(1)3,886,332D(1)3,426,899ISee Footnotes(2)(5)
Common Stock02/07/2020S7,744D$15.1215(3)722,858ISee Footnotes(4)(5)
Common Stock5,205,489ISee Footnotes(5)(6)
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 Security3. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. On February 7, 2020 Index Ventures Growth I (Jersey) L.P. ("Index I") distributed, for no consideration, an aggregate of 3,886,332 shares of common stock of the issuer to its limited partners and to Index Venture Growth Associates I Limited ("IVGA I"), the general partner of Index I, representing each such partner's pro rata interest in the shares held by Index I. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended.
2. The shares are held directly by Index I.
3. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.00 - $15.47. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
4. The shares are held directly by Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P. ("Index I Parallel").
5. Michelangelo Volpi, a member of the Issuer's Board of Directors, is a partner with the Index Ventures group. Advisors within the Index Ventures group provide advice to Index I, Index I Parallel and Yucca (Jersey) SLP ("Yucca" and, together with Index I and Index I Parallel, the "Index Funds"). IVGA I is the general partner of Index I and Index I Parallel. Yucca is a co-investment vehicle that is contractually required to mirror the investment of Index I and Index I Parallel. Mr. Volpi is involved in making recommendations to the Index Funds, but does not hold voting or dispositive power over the shares held by the Index Funds. Mr. Volpi disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
6. 3,426,899 shares are held directly by Index I, 1,015,312 are held directly by IVGA I, 722,858 shares are held directly by Index I Parallel and 40,420 shares are held directly by Yucca.
Remarks:
/s/ Michelangelo Volpi02/10/2020
** Signature of Reporting PersonDate
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).
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