General Atlantic Form 3 Initial statement of insider ownership

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^*

GENERAL ATLANTIC, L.P.

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE CO.,L.P.

55 EAST 52ND STREET, 33RD FLOOR

(Street)

NEW YORK NY 10055

(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	X	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)

	Form filed by One Reporting Person
X	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 E Preferred Stock	(1)	(1)	Common Stock, par value $0.001 ("Common Stock")	3,267,746	(1)	I	See footnote(2)(3)(4)

1. Name and Address of Reporting Person^*

GENERAL ATLANTIC, L.P.

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE CO.,L.P.

55 EAST 52ND STREET, 33RD FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

General Atlantic (SPV) GP, LLC

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE CO.,L.P.

55 EAST 52ND STREET, 33RD FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GAP COINVESTMENTS III, LLC

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE CO.,L.P.

55 EAST 52ND STREET, 33RD FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GAP COINVESTMENTS IV, LLC

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE CO.,L.P.

55 EAST 52ND STREET, 33RD FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GAP Coinvestments V, LLC

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE CO.,L.P.

55 EAST 52ND STREET, 33RD FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

General Atlantic (SOI), L.P.

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE CO.,L.P.

55 EAST 52ND STREET, 33RD FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

General Atlantic Partners 100, L.P.

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE CO.,L.P.

55 EAST 52ND STREET, 33RD FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

General Atlantic Partners (Bermuda) EU, L.P.

(Last) (First) (Middle)

2 CHURCH STREET

(Street)

HAMILTON D0 HM11

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GAP (Bermuda) L.P.

(Last) (First) (Middle)

2 CHURCH STREET

(Street)

HAMILTON D0 HM11

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GAP Coinvestments CDA, L.P.

(Last) (First) (Middle)

C/O GENERAL ATLANTIC SERVICE CO.,L.P.

55 EAST 52ND ST. 32ND FLOOR

(Street)

NEW YORK NY 10055

(City) (State) (Zip)

Explanation of Responses:

1. Each share of Series E Preferred Stock will automatically convert on a 1-for-1 basis into Common Stock upon the closing of the initial public offering of Sonendo, Inc.

2. Reflects securities held directly by General Atlantic (SOI), L.P. (?GA SOI?), a Delaware limited partnership. Each of General Atlantic Partners 100, L.P., a Delaware limited partnership (?GAP 100?), General Atlantic Partners (Bermuda) EU, L.P., a Bermuda exempted limited partnership (?GAP Bermuda EU?), GAP Coinvestments III, LLC, a Delaware limited liability company (?GAPCO III?), GAP Coinvestments IV, LLC, a Delaware limited liability company (?GAPCO IV?), GAP Coinvestments V, LLC, a Delaware limited liability company (?GAPCO V?), and GAP Coinvestments CDA, L.P., a Delaware limited partnership (?GAPCO CDA?, and together with GAP 100, GAP Bermuda EU, GAPCO III, GAPCO IV, and GAPCO V, the ?GA Funds?) share beneficial ownership of the shares of common stock held by GA SOI.

3. The general partner of GA SOI is General Atlantic (SPV) GP, LLC, a Delaware limited liability company (?GA SPV?). The general partner of GAP 100 is ultimately controlled by General Atlantic, L.P. (?GA LP?), a Delaware limited partnership, which is controlled by the Management Committee (the ?Management Committee?) of GASC MGP, LLC, a Delaware limited liability company.

4. The general partner of GAP Bermuda EU is ultimately controlled by GAP (Bermuda) L.P., a Bermuda exempted limited partnership (?GAP Bermuda?), which is also controlled by the Management Committee. GA LP is the managing member of GAPCO III, GAPCO IV and GAPCO V, the general partner of GAPCO CDA and is the sole member of GA SPV. There are nine members of the Management Committee. Each of the members of the Management Committee disclaims ownership of the shares except to the extent he has a pecuniary interest therein.

Remarks:

GA SOI, GA LP, GAP Bermuda, GA SPV and the GA Funds may be deemed to be members of a "group" for the purposes of the Securities Exchange Act of 1934. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the reporting person. This report shall not be deemed an admission that the reporting persons are a member of a group or the beneficial owner of any securities not directly owned by the reporting person. Each of the reporting persons is a director-by-deputization solely for purposes of Section 16 of the Exchange Act.

	/s/ J. Frank Brown	10/28/2021
	/s/ J. Frank Brown	10/28/2021
	/s/ J. Frank Brown	10/28/2021
	/s/ J. Frank Brown	10/28/2021
	/s/ J. Frank Brown	10/28/2021
	/s/ J. Frank Brown	10/28/2021
	/s/ J. Frank Brown	10/28/2021
	/s/ J. Frank Brown	10/28/2021
	/s/ J. Frank Brown	10/28/2021
	/s/ J. Frank Brown	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.