SEC FORM 3

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

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1. Name and Address of Reporting Person^*

BACH ROBERT J

(Last)

(First)

(Middle)

C/O SONOS, INC.

614 CHAPALA STREET

(Street)

SANTA BARBARA

93101

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2018

3. Issuer Name and Ticker or Trading Symbol
Sonos Inc [ SONO ]

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)
Common Stock	70,386	D
Common Stock	16,000	I	See footnote⁽¹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	27,716	$0	D
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	17,196	$0	D
Series D Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	52,236	$0	D
Series A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	12,000	$0	I	See footnote⁽³⁾
Series A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	12,000	$0	I	See footnote⁽⁴⁾
Director Stock Option (right to buy)	⁽⁵⁾	02/01/2022	Common Stock	20,000	$1.925	D
Director Stock Option (right to buy)	⁽⁵⁾	09/08/2021	Common Stock	160,000	$1.7	D
Director Stock Option (right to buy)	⁽⁶⁾	03/10/2025	Common Stock	6,724	$18.305	D
Director Stock Option (right to buy)	⁽⁷⁾	11/14/2026	Common Stock	31,768	$13.56	D
Director Stock Option (right to buy)	⁽⁸⁾	11/06/2027	Common Stock	7,942	$15.025	D

Explanation of Responses:

1. The shares are held by the Pauline M. Bach 2016 Annuity Trust, of which the Reporting Person's spouse is a beneficiary.

2. Each share of Preferred Stock will be automatically converted into one (1) share of the Issuer's Common Stock, for no additional consideration, immediately prior to the consummation of the Issuer's initial public offering, and has no expiration date.

3. The shares are held by the Pauline M. Bach 2013 Annuity Trust, of which the Reporting Person's spouse is a beneficiary.

4. The shares are held by the Robert J. Bach 2013 Annuity Trust, for which the Reporting Person serves as a trustee.

5. The stock option is fully vested and immediately exercisable.

6. The stock option vested and became exercisable, and shall continue to vest and become exercisable, in 48 equal monthly installments beginning on April 11, 2015, until such time as the option is 100% vested, subject to the continuing service of the Reporting Person on each vesting date.

7. The stock option vested and became exercisable, and shall continue to vest and become exercisable, in 48 equal monthly installments beginning on October 8, 2016, until such time as the option is 100% vested, subject to the continuing service of the Reporting Person on each vesting date.

8. The stock option vested and became exercisable, and shall continue to vest and become exercisable, in 48 equal monthly installments beginning on November 1, 2017, until such time as the option is 100% vested, subject to the continuing service of the Reporting Person on each vesting date.

	/s/ Eric Bowers, by power of attorney	08/01/2018
	** 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.