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^*

Mason Christopher Scott

(Last)

(First)

(Middle)

C/O SONOS, INC.

614 CHAPALA ST.

(Street)

SANTA BARBARA

93101

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/01/2022

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)
	Principal Accounting 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)
Common Stock	43,147	D

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⁾	05/24/2028	Common Stock	44,000	$15.105	D
Employee Stock Option (right to buy)	⁽¹⁾	07/31/2028	Common Stock	25,000	$15	D
Employee Stock Option (right to buy)	⁽¹⁾	08/11/2025	Common Stock	3,392	$13.56	D
Employee Stock Option (right to buy)	⁽¹⁾	07/06/2026	Common Stock	9,584	$13.56	D
Employee Stock Option (right to buy)	⁽¹⁾	09/07/2026	Common Stock	51,508	$13.56	D
Employee Stock Option (right to buy)	⁽¹⁾	05/21/2027	Common Stock	32,000	$13.56	D
Employee Stock Option (right to buy)	⁽¹⁾	07/31/2024	Common Stock	70,000	$11.275	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	1,524	⁽²⁾	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	5,226	⁽²⁾	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	19,504	⁽²⁾	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	9,243	⁽²⁾	D
Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Common Stock	8,910	⁽²⁾	D
Restricted Stock Units	⁽⁸⁾	⁽⁸⁾	Common Stock	13,944	⁽²⁾	D

Explanation of Responses:

1. The stock option is fully vested.

2. Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon vesting and settlement for no consideration.

3. 1/16 of the shares subject to the RSUs vest in equal installments on each quarterly anniversary date beginning February 15, 2021, 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.

4. 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.

5. 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, 2020, 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.

6. 1/16 of the shares subject to the RSUs vest in equal installments on each quarterly anniversary date following the vesting commencement date of November 15, 2020, 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.

7. 1/16 of the shares subject to the RSUs vest in equal installments on each quarterly anniversary date following the vesting commencement date of November 15, 2021, 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.

8. One half of the shares subject to the RSUs will vest on each annual anniversary date following the vesting commencement date of February 15, 2022, 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/ Robert Capilupi, by power of attorney	09/06/2022
	** 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.