Index Ventures Growth I Form 4 Sonos / (Jersey) SLP Yucca ownership change

SEC Form 4

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^*

Index Ventures Growth I (Jersey) L.P.

(Last) (First) (Middle)

NO. 1 SEATON PLACE

(Street)

ST. HELIER Y9 JE4 8YJ

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	08/06/2018		C		10,931,734	A	(1)	10,931,734	D
Common Stock	08/06/2018		C		381,380	A	(1)	1,092,096	I	See footnotes(2)(3)(4)
Common Stock	08/06/2018		C		56,850	A	(1)	60,420	I	See footnotes(3)(5)

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
Series C Preferred Stock	(1)	08/06/2018		C			10,931,734	(1)	(1)	Common Stock	10,931,734	$0	0	D
Series C Preferred Stock	(1)	08/06/2018		C			381,380	(1)	(1)	Common Stock	381,380	$0	0	I	See footnotes(2)(3)(4)
Series C Preferred Stock	(1)	08/06/2018		C			56,850	(1)	(1)	Common Stock	56,850	$0	0	I	See footnotes(3)(5)

1. Name and Address of Reporting Person^*

Index Ventures Growth I (Jersey) L.P.

(Last) (First) (Middle)

NO. 1 SEATON PLACE

(Street)

ST. HELIER Y9 JE4 8YJ

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Index Venture Growth Associates I Ltd

(Last) (First) (Middle)

NO. 1 SEATON PLACE

(Street)

ST. HELIER Y9 Y9 JE4 8YJ

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Index Ventures Growth I Parallel Entrepreneur Fund (Jersey) L.P.

(Last) (First) (Middle)

NO. 1 SEATON PLACE

(Street)

JERSEY (CHANNEL ISLANDS) Y9 JE4 8YJ

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Yucca (Jersey) SLP

(Last) (First) (Middle)

NO. 1 SEATON PLACE

(Street)

ST. HELIER Y9 Y9 JE4 8YJ

(City) (State) (Zip)

Explanation of Responses:

1. In connection with the consummation of the Issuer's initial public offering on August 6, 2018, each share of Preferred Stock automatically converted into one (1) share of the Issuer's Common Stock for no additional consideration, and had no expiration date. All shares of Common Stock issued upon conversion were aggregated.

2. The shares are held directly by Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P. ("Index I Parallel")

3. 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 Ventures Growth I (Jersey), L.P. ("Index I"), Index I Parallel and Yucca (Jersey) SLP (collectively, the "Index Funds"). 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.

4. Index Venture Growth Associates I Limited ("IVGA I") is the general partner of Index I and Index I Parallel. Nigel Greenwood, Ian Henderson, Sinead Meehan, Bernard Dalle, Phil Balderson and David Hall are directors of IVGA I, and share voting and dispositive power with respect to the securities held by Index I and Index I Parallel. Each of these persons disclaims beneficial ownership of these securities except to the extent of his or her pecuniary interest therein.

5. The shares are held directly by Yucca (Jersey) SLP ("Yucca"). Yucca is a co-investment vehicle that is contractually required to mirror the investment of Index I and Index I Parallel. The corporate general partner of Yucca is Yucca Associates Limited. Nigel T. Greenwood and Ian J. Henderson are directors of Yucca Associates Limited and share voting and dispositive power with respect to the securities held by Yucca. Each of these persons disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

	INDEX VENTURE GROWTH ASSOCIATES I LIMITED, By: /s/ I.J. Henderson, Its: Director	08/06/2018
	INDEX VENTURE GROWTH ASSOCIATES I LIMITED as Managing General Partner of INDEX VENTURES GROWTH I (JERSEY), L.P., By: /s/ I.J. Henderson, Its: Director	08/06/2018
	INDEX VENTURE GROWTH ASSOCIATES I LIMITED as Managing General Partner of INDEX VENTURES GROWTH I PARALLEL ENTREPRENEUR FUND (JERSEY), L.P., By: /s/ I.J. Henderson, Its: Director	08/06/2018
	YUCCA (JERSEY) SLP, By Intertrust Employee Benefit Services Limited, as authorized signatory of Yucca (Jersey) SLP in its capacity as Administrator of the Index Co-Investment Scheme, By: /s/ Sarah Earles, /s/ Julie Gallon, Its: Authorized Signatories	08/06/2018
	** Signature of Reporting Person	Date
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