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^*

Perri David

(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)
01/14/2020

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

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

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)

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)
Employee Stock Option (right to buy)	⁽¹⁾	07/31/2024	Common Stock	45,830	$11.275	D
Employee Stock Option (right to buy)	⁽¹⁾	08/11/2025	Common Stock	14,628	$13.56	D
Employee Stock Option (right to buy)	⁽¹⁾	11/05/2025	Common Stock	5,078	$13.56	D
Employee Stock Option (right to buy)	⁽²⁾	07/06/2026	Common Stock	108,918	$13.56	D
Employee Stock Option (right to buy)	⁽³⁾	09/07/2026	Common Stock	152,326	$13.56	D
Employee Stock Option (right to buy)	⁽⁴⁾	05/21/2027	Common Stock	40,000	$13.56	D
Employee Stock Option (right to buy)	⁽⁵⁾	05/24/2028	Common Stock	42,000	$15.05	D
Employee Stock Option (right to buy)	⁽⁶⁾	07/31/2028	Common Stock	31,000	$15	D
Restricted Stock Units	⁽⁸⁾	⁽⁸⁾	Common Stock	100,626	⁽⁷⁾	D
Restricted Stock Units	⁽⁹⁾	⁽⁹⁾	Common Stock	79,320	⁽⁷⁾	D

Explanation of Responses:

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

2. The stock option vested and became exercisable, and shall continue to vest and become exercisable, in 48 equal monthly installments beginning on May 1, 2016, until such time as the option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date.

3. 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 employment of the Reporting Person on each vesting date.

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

5. The stock option vested and became exercisable, and shall continue to vest and become exercisable, in 48 equal monthly installments beginning on May 1, 2018, until such time as the option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date.

6. 25% of the option vested and became exercisable on August 1, 2019, and thereafter will vest in equal quarterly installments over three years, until such time as the option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date.

7. Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.

8. 1/16 of the shares subject to the RSUs vest in equal installments on each quarterly anniversary date following the vesting commencement date of February 15, 2019, until such time as the RSUs are 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. The RSUs are subject to double-trigger acceleration.

9. 1/16 of the shares subject to the RSUs vest in equal installments on each quarterly anniversary date following the vesting commencement date of May 15, 2019, until such time as the RSUs are 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. The RSUs are subject to double-trigger acceleration.

Remarks:

	/s/ Nanette Agustines, by power of attorney	01/24/2020
	** 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.