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*
Index Ventures Growth I (Jersey) L.P.

(Last) (First) (Middle)
NO.1 SEATON PLACE

(Street)
ST. HELIER Y9 JE4 8YJ

(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)
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)
Common Stock 710,716 I See footnotes(1)(2)(3)
Common Stock 3,570 I See footnotes(2)(4)
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 C Preferred Stock (5) (5) Common Stock 10,931,734 $0 D(2)(3)
Series C Preferred Stock (5) (5) Common Stock 381,380 $0 I See footnotes(1)(2)(3)
Series C Preferred Stock (5) (5) Common Stock 56,850 $0 I See footnotes(2)(4)
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)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Yucca (Jersey) SLP

(Last) (First) (Middle)
NO. 1 SEATON PLACE

(Street)
ST. HELIER Y9 JE4 8YJ

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
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)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The shares are held directly by Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P. ("Index I Parallel").
2. 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.
3. 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.
4. 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.
5. 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.
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 08/01/2018
INDEX VENTURE GROWTH ASSOCIATES I LIMITED, By: /s/ I.J. Henderson, Its: Director 08/01/2018
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 08/01/2018
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 08/01/2018
** 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).
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