Michelangelo Volpi Form 4 Sonos / Michelangelo Volpi 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^*

Volpi Michelangelo

(Last) (First) (Middle)

C/O SONOS, INC.

614 CHAPALA STREET

(Street)

SANTA BARBARA CA 93101

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2020

4. 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 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	02/24/2020		S		188,919	D	$12.14(1)	533,939	I	See Footnote(2)(3)
Common Stock	02/24/2020		S		10,452	D	$12.14(1)	29,968	I	See Footnote(4)
Common Stock	02/25/2020		S		191,993	D	$12.17(5)	341,946	I	See Footnote(2)(3)
Common Stock	02/25/2020		S		10,622	D	$12.17(5)	19,346	I	See Footnotes(4)
Common Stock								4,442,211	I	See Footnote(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 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

Explanation of Responses:

1. On February 24, 2020, Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P. ("Index I Parallel") sold 188,919 shares of the common stock of the issuer and Yucca (Jersey) SLP ("Yucca") sold 10,452 shares of the common stock of the issuer. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.00 - $12.27. 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.

2. The shares are held by Index I Parallel. 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 the Index funds, including Index Ventures Growth I (Jersey) L.P. ("Index I"), Index I Parallel and Yucca (collectively, the "Index Funds"). Index Venture Growth Associates I Limited ("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.

3. (continued from footnote 2) 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. The shares are held by Yucca. The reporting person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, 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.

5. On February 25, 2020, Index I Parallel sold 191,993 shares of the common stock of the issuer and Yucca sold 10,622 shares of the common stock of the issuer. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.01 - $12.30. 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.

6. Represents 3,426,899 shares are held directly by Index I and 1,015,312 are held directly by IVGA I. The reporting person 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.

Remarks:

	/s/ Michelangelo Volpi	02/26/2020
	** Signature of Reporting Person	Date
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