Sonendo (SONX) Form 3 Sonendo / PAUL S MADERA ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

MADERA PAUL S

(Last) (First) (Middle)

245 LYTTON AVE, SUITE 125

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/28/2021

3. Issuer Name and Ticker or Trading Symbol
Sonendo, Inc. [ SONX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series D Preferred Stock	(1)	(1)	Common Stock	1,157,456	(1)	I	Held by Meritech Capital Partners IV L.P.(2)
Series E Preferred Stock	(1)	(1)	Common Stock	276,119	(1)	I	Held by Meritech Capital Partners IV L.P.(2)
Series D Preferred Stock	(1)	(1)	Common Stock	28,583	(1)	I	Held by Meritech Capital Affiliates IV L.P.(3)
Series E Preferred Stock	(1)	(1)	Common Stock	6,819	(1)	I	Held by Meritech Capital Affiliates IV L.P.(3)

Explanation of Responses:

1. Each share of the Issuer's preferred stock is convertible on a one-to-one basis into shares of the Issuer's common stock and has no expiration date. The preferred stock will automatically convert into common stock upon the closing of the Issuer's initial public offering.

2. Meritech Capital Associates IV L.L.C. ("GP IV"), the general partner of Meritech Capital Partners IV L.P. ("MCP IV"), has sole voting and dispositive power with respect to the shares held by MCP IV. Mr. Madera is a managing member of GP IV and shares voting and dispositive power with respect to the shares held by MCP IV. Mr. Madera disclaims the existence of a "group" and disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest in such shares. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, Mr. Madera is the beneficial owner of any securities reported herein.

3. GP IV, the general partner of Meritech Capital Affiliates IV L.P. ("MCA IV"), has sole voting and dispositive power with respect to the shares held by MCA IV. Mr. Madera is a managing member of GP IV and shares voting and dispositive power with respect to the shares held by MCA IV. Mr. Madera disclaims the existence of a "group" and disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest in such shares. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, Mr. Madera is the beneficial owner of any securities reported herein.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Jacqueline Collins, Attorney-in-Fact for Paul S. Madera	10/28/2021
	** 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 5 (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.