Amended Statement of Ownership (sc 13g/a)
February 14 2020 - 1:57PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. __1__)*
Sonos,
Inc.
(Name of Issuer)
Common
Stock
(Title of Class of Securities)
83570H108
(CUSIP Number)
December
31, 2019
(Date of Event which Requires Filing of
this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
* The remainder of this cover page shall be filled
out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 83570H108
|
13G
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Page 2 of 11 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Valdur Koha
|
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) ¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
496,316
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
496,316
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
496,316
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
.458%*
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12.
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TYPE OF REPORTING PERSON (see instructions)
IN
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CUSIP No. 83570H108
|
13G
|
Page 3 of
11 Pages
|
1.
|
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Valdur Koha Trust - 1999
|
|
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2.
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|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) ¨
|
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
MA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
|
5.
|
|
SOLE VOTING POWER
0
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
7.
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SOLE DISPOSITIVE POWER
0
|
|
8.
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SHARED DISPOSITIVE POWER
0
|
|
|
|
|
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%*
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|
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12.
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TYPE OF REPORTING PERSON (see instructions)
HC
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|
CUSIP No. 83570H108
|
13G
|
Page 4 of 11 Pages
|
1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Koha Family Irrevocable Trust 1999 – GST Taxable
|
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) ¨
|
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3.
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SEC USE ONLY
|
|
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
MA
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|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
|
5.
|
|
SOLE VOTING POWER
0
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
|
8.
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|
SHARED DISPOSITIVE POWER
0
|
|
|
|
|
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
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|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ¨
|
|
|
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
.0%*
|
|
|
12.
|
|
TYPE OF REPORTING PERSON (see instructions)
HC
|
|
|
CUSIP No. 83570H108
|
13G
|
Page 5 of
11 Pages
|
1.
|
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Koha Family Irrevocable Trust 1999 – GST Exempt
|
|
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) ¨
|
|
|
3.
|
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SEC USE ONLY
|
|
|
4.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
MA
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
|
5.
|
|
SOLE VOTING POWER
0
|
|
6.
|
|
SHARED VOTING POWER
293,041
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|
7.
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SOLE DISPOSITIVE POWER
0
|
|
8.
|
|
SHARED DISPOSITIVE POWER
293,041
|
9.
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
293,041
|
|
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ¨
|
|
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
.270%*
|
|
|
12.
|
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TYPE OF REPORTING PERSON (see instructions)
HC
|
|
|
CUSIP No. 83570H108
|
13G
|
Page 6 of
11 Pages
|
1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Irene M. Koha Marital Trust - 2000
|
|
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2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) ¨
|
|
|
3.
|
|
SEC USE ONLY
|
|
|
4.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
MA
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
|
5.
|
|
SOLE VOTING POWER
0
|
|
6.
|
|
SHARED VOTING POWER
174,350
|
|
7.
|
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SOLE DISPOSITIVE POWER
0
|
|
8.
|
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SHARED DISPOSITIVE POWER
174,350
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
174,350
|
|
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ¨
|
|
|
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
.16%*
|
|
|
12.
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TYPE OF REPORTING PERSON (see instructions)
HC
|
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CUSIP No. 83570H108
|
13G
|
Page 7 of 11 Pages
|
1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Koha Dynasty Trust - 2000
|
|
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) ¨
|
|
|
3.
|
|
SEC USE ONLY
|
|
|
4.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
MA
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
|
5.
|
|
SOLE VOTING POWER
0
|
|
6.
|
|
SHARED VOTING POWER
28,925
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
|
SHARED DISPOSITIVE POWER
28,925
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,925
|
|
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ¨
|
|
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
.03%*
|
|
|
12.
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TYPE OF REPORTING PERSON (see instructions)
HC
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*Based upon 108,418,445 shares of the Issuer’s common stock outstanding as of November 8, 2019, as reported in the Issuer's Annual Report on Form 10-K for the fiscal year ended September 28, 2019 filed with the Securities and Exchange Commission on November 26, 2019.
CUSIP No. 83570H108
|
13G
|
Page 8 of 11 Pages
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Item 1.
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(a)
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Name of Issuer
Sonos, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
614 Chapala Street, Santa Barbara CA 93101
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Item
2(a). Name of Person Filing
The Koha Family Irrevocable Trust 1999 – GST Exempt (“Exempt
TR) directly holds 293,041 Shares. The Irene M. Koha Marital Trust – 2000 (“Marital TR”) directly holds 174,350
Shares. The Koha Family Dynasty Trust – 2000 (“Dynasty TR”) directly holds 28,925 Shares. Exempt TR, Marital
TR and Dynasty TR are referred to herein as the “Trusts.” Each of The Valdur Koha Trust – 1999 and The Koha Family
Irrevocable Trust 1999 – GST Taxable no longer hold any Shares.
Valdur Koha, as trustee of the Trusts, may be deemed to beneficially
own the Shares held by the Trusts. However, neither the filing of this Schedule 13G nor any of its contents shall be deemed to
constitute an admission that any Reporting Person (other than the Trusts to the extent they each directly hold the Shares) is the
beneficial owner of the Shares for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other
purpose and the Reporting Persons expressly disclaim beneficial ownership of such Shares. The filing of this statement should not
be construed to be an admission that any Reporting Person is a member of a “group” for the purposes of Sections 13(d)
or 13(g) of the Act.
All Reporting Persons disclaim beneficial ownership of the Shares
except to the extent of their pecuniary interest therein.
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(b)
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Address of the Principal Office or, if none, residence
c/o Lake Street Advisors, 101 Federal St., Ste 2215, Boston, MA 02110
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(c)
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Citizenship
See responses to Item 4 on the cover page of each Reporting Person.
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(d)
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Title of Class of Securities
Common stock, $0.001 par value per share
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(e)
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CUSIP Number
83570H108
|
Item 3. If this statement is filed pursuant to
§§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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¨
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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¨
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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¨
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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¨
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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¨
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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¨
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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CUSIP No. 83570H108
|
13G
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Page 9 of
11 Pages
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Item 4. Ownership.
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned: See responses in Row 9 of cover page for each reporting person.
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(b)
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Percent of class: See responses in Row 11 of cover page for each reporting person.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote. See responses in Row 5 of cover page for each reporting person.
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(ii)
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Shared power to vote or to direct the vote. See responses in Row 6 of cover page for each reporting person.
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(iii)
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Sole power to dispose or to direct the disposition of. See responses in Row 7 of cover page for each reporting person.
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(iv)
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Shared power to dispose or to direct the disposition of. See responses in Row 8 of cover page for each reporting person.
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Instruction. For computations regarding securities which
represent a right to acquire an underlying security see §240.13d-3(d)(1).
Item 5. Ownership of Five Percent or Less of a
Class.
Not applicable.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following x.
Instruction. Dissolution of a group requires a response
to this item.
Item 6. Ownership of More than Five Percent on
Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members
of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
CUSIP No. 83570H108
|
13G
|
Page 10 of
11 Pages
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Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February___, 2020
/s/ Valdur Koha
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VALDUR KOHA
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THE VALDUR KOHA TRUST
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By:
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/s/ Valdur Koha
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Valdur Koha, Trustee
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THE KOHA FAMILY IRREVOCABLE TRUST 1999 – GST TAXABLE
|
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By:
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/s/ Valdur Koha
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Valdur Koha, Trustee
|
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THE KOHA FAMILY IRREVOCABLE TRUST 1999 – GST EXEMPT
|
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By:
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/s/ Valdur Koha
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Valdur Koha, Trustee
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THE IRENE M. KOHA MARITAL TRUST - 2000
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By:
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/s/ Valdur Koha
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Valdur Koha, Trustee
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THE KOHA DYNASTY TRUST - 2000
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By:
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/s/ Valdur Koha
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Valdur Koha, Trustee
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CUSIP No. 83570H108
|
13G
|
Page 11 of 11 Pages
|
Exhibit 1
SCHEDULE 13G JOINT FILING AGREEMENT
The undersigned and each other person executing this joint filing
agreement with respect to the securities of Switch, Inc. (this "Agreement") agree as follows:
(i) The undersigned
and each other person executing this Agreement are individually eligible to use the Schedule 13G in accordance with the Securities
Exchange Act of 1934 and the regulations promulgated thereunder is attached and such schedule is filed on behalf of the undersigned
and each other person executing this Agreement; and
(ii) The undersigned
and each other person executing this Agreement are responsible for the timely filing of such Schedule 13G and any amendments thereto,
and for the completeness and accuracy of the information concerning such person contained herein; provided, however, that none
of the undersigned or any other person executing this Agreement is responsible for the completeness or accuracy of the information
statement concerning any other persons making the filing, unless such person knows or has reason to believe that such information
is inaccurate.
This Agreement may be executed, in any number of counterparts,
each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.
DATED: February
14, 2020
/s/ Valdur Koha
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VALDUR KOHA
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THE VALDUR KOHA TRUST
|
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By:
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/s/ Valdur Koha
|
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|
Valdur Koha, Trustee
|
|
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|
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THE KOHA FAMILY IRREVOCABLE TRUST 1999 – GST TAXABLE
|
|
|
|
By:
|
/s/ Valdur Koha
|
|
|
Valdur Koha, Trustee
|
|
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THE KOHA FAMILY IRREVOCABLE TRUST 1999 – GST EXEMPT
|
|
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By:
|
/s/ Valdur Koha
|
|
|
Valdur Koha, Trustee
|
|
|
|
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THE IRENE M. KOHA MARITAL TRUST - 2000
|
|
|
|
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By:
|
/s/ Valdur Koha
|
|
|
Valdur Koha, Trustee
|
|
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THE KOHA DYNASTY TRUST - 2000
|
|
|
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By:
|
/s/ Valdur Koha
|
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|
Valdur Koha, Trustee
|
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