FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Fraser Anna
2. Issuer Name and Ticker or Trading Symbol

Sonos Inc [ SONO ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief People Officer
(Last)          (First)          (Middle)

C/O SONOS, INC., 614 CHAPALA STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

5/15/2020
(Street)

SANTA BARBARA, CA 93101
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 5/15/2020  M(1)  11678.00 A (2)41839.00 D  
Common Stock 5/15/2020  F(3)  6149.00 D$9.08 35690.00 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units $0.00 (2)5/15/2020  A   105263.00     (4) (4)Common Stock 105263.00 $0.00 245405.00 D  
Restricted Stock Units $0.00 (2)5/15/2020  A   94737.00     (5) (5)Common Stock 94737.00 $0.00 340142.00 D  
Restricted Stock Units  (2)5/15/2020  M (1)    11678.00   (6) (6)Common Stock 11678.00 $0.00 328464.00 D  

Explanation of Responses:
(1) Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person.
(2) Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon vesting for no consideration.
(3) Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were withheld by the Issuer in accordance with the agreement governing the RSUs to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.
(4) One half of the shares subject to the RSUs will vest on each annual 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.
(5) 1/16 of the shares subject to the RSUs will 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 will 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Fraser Anna
C/O SONOS, INC.
614 CHAPALA STREET
SANTA BARBARA, CA 93101


Chief People Officer

Signatures
/s/ Eric Bowers, by power of attorney5/19/2020
**Signature of Reporting PersonDate

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