Statement of Changes in Beneficial Ownership (4)
February 25 2019 - 4:33PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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Index Ventures Growth I (Jersey) L.P.
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2. Issuer Name
and
Ticker or Trading Symbol
Sonos Inc
[
SONO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
5TH FLOOR, 44 ESPLANADE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/21/2019
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(Street)
ST. HELIER, Y9 JE1 3FG
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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2/21/2019
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S
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289119
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D
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$11.0876
(1)
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10220336
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D
(5)
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Common Stock
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2/21/2019
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S
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28883
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D
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$11.0876
(1)
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1021027
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I
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See footnotes
(2)
(5)
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Common Stock
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2/21/2019
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S
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1598
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D
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$11.0876
(1)
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56488
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I
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See footnotes
(3)
(5)
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Common Stock
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2/22/2019
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S
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428681
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D
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$11.1538
(4)
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9791655
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D
(5)
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Common Stock
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2/22/2019
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S
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42826
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D
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$11.1538
(4)
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978201
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I
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See footnotes
(2)
(5)
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Common Stock
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2/22/2019
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S
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2369
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D
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$11.1538
(4)
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54119
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I
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See footnotes
(3)
(5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.00 to $11.30. The reporting persons undertake to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
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(2)
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The shares are held directly by Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P. ("Index I Parallel").
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(3)
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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 Ventures Growth I (Jersey), L.P. ("Index I") and Index I Parallel.
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(4)
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The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.03 to $11.22. The reporting persons undertake to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
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(5)
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Index Venture Growth Associates I Limited ("IVGA I") is the general partner of Index I, and Index I Parallel (together with Index I and Yucca, the "Index Funds"). IVGA I disclaims Section 16 beneficial ownership of the securities held by the Index Funds, except to the extent of its respective pecuniary interest therein, if any, and this report shall not be deemed an admission that IVGA I is the beneficial owner of such securities for Section 16 or any other purpose.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Index Ventures Growth I (Jersey) L.P.
5TH FLOOR, 44 ESPLANADE
ST. HELIER, Y9 JE1 3FG
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X
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Index Venture Growth Associates I Ltd
5TH FLOOR, 44 ESPLANADE
ST. HELIER, Y9 JE1 3FG
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X
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Index Ventures Growth I Parallel Entrepreneur Fund (Jersey) L.P.
5TH FLOOR, 44 ESPLANADE
ST. HELIER, Y9 JE1 3FG
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X
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Yucca (Jersey) SLP
44 ESPLANADE
ST. HELIER, Y9 JE4 9WG
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X
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Signatures
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INDEX VENTURE GROWTH ASSOCIATES I LIMITED, as Managing General Partner of INDEX VENTURES GROWTH I (JERSEY), L.P., By: /s/ Sinead Meehan, Its: Director
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2/25/2019
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**
Signature of Reporting Person
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Date
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INDEX VENTURE GROWTH ASSOCIATES I LIMITED, By: /s/ Sinead Meehan, Its: Director
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2/25/2019
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**
Signature of Reporting Person
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Date
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INDEX VENTURE GROWTH ASSOCIATES I LIMITED, as Managing General Partner of INDEX VENTURES GROWTH I PARALLEL ENTREPRENEUR FUND (JERSEY), L.P., By: /s/ Sinead Meehan, Its: Director
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2/25/2019
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**
Signature of Reporting Person
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Date
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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/ Andy Le Couilliard, Its: Authorized Signatorie
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2/25/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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