Statement of Ownership (sc 13g)
February 15 2019 - 12:36PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
Sonos,
Inc.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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|
83570H108
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(CUSIP Number)
|
|
December 31, 2018
|
(Date of Event which Requires Filing of this Statement)
|
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
¨
Rule 13d-1(b)
¨
Rule 13d-1(c)
x
Rule 13d-1(d)
*
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
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13G
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Page 2 of 10 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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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
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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
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0
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6.
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SHARED VOTING POWER
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5,420,354
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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5,420,354
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,420,354
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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)
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5.369%*
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12.
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TYPE OF REPORTING PERSON (see instructions)
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IN
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CUSIP No. 83570H108
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13G
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Page 3 of 10 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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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
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MA
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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
|
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0
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6.
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SHARED VOTING POWER
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1,456,204
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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1,456,204
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,456,204
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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)
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1.44%*
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12.
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TYPE OF REPORTING PERSON (see instructions)
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HC
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CUSIP No. 83570H108
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13G
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Page 4 of 10 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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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
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MA
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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
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0
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6.
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SHARED VOTING POWER
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712,752
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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712,752
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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712,752
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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)
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.71%*
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12.
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TYPE OF REPORTING PERSON (see instructions)
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HC
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CUSIP No. 83570H108
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13G
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Page 5 of 10 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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The Koha Family Irrevocable Trust 1999 – GST Exempt
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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
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MA
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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
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0
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6.
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SHARED VOTING POWER
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2,172,696
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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2,172,696
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,172,696
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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)
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2.15%*
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12.
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TYPE OF REPORTING PERSON (see instructions)
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HC
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CUSIP No. 83570H108
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13G
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Page 6 of 10 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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The Irene M. Koha Marital Trust - 2000
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
¨
(b)
¨
|
3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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MA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
|
|
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0
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6.
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SHARED VOTING POWER
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578,702
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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578,702
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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578,702
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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)
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.57%*
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12.
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TYPE OF REPORTING PERSON (see instructions)
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HC
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CUSIP No. 83570H108
|
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13G
|
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Page 7 of 10 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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The Koha Dynasty Trust – 2000
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
¨
(b)
¨
|
3.
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SEC USE ONLY
|
4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
MA
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
|
|
|
|
0
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6.
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SHARED VOTING POWER
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500,000
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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500,000
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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500,000
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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)
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.50%*
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12.
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TYPE OF REPORTING PERSON (see instructions)
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HC
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*Based upon 100,947,974 shares of the Issuer’s common stock
outstanding as of November 16, 2018, as reported in the Issuer's Annual Report on Form 10-K for the fiscal year ended September
29, 2018 filed with the Securities and Exchange Commission on November 28, 2018.
CUSIP No. 83570H108
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13G
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Page 8 of 10 Pages
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Item 1.
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(b)
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Address of Issuer’s
Principal Executive Offices
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614 Chapala Street, Santa
Barbara CA 93101
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Item
2
(a)
.
Name of Person Filing
The Valdur Koha Trust – 1999 (“Koha TR”) directly
holds 1,456,204 shares of Common Stock of the Issuer (“Shares”). The Koha Family Irrevocable Trust 1999 – GST
Taxable (“Taxable TR) directly holds 712,752 Shares. The Koha Family Irrevocable Trust 1999 – GST Exempt (“Exempt
TR) directly holds 2,172,696 Shares. The Irene M. Koha Marital Trust – 2000 (“Marital TR”) directly holds 578,702
Shares. The Koha Family Dynasty Trust – 2000 directly holds 500,000 Shares. The Koha TR, Taxable TR, Exempt TR, Marital TR
and Dynasty TR referred to herein as the “Trusts.”
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
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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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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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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
|
CUSIP No. 83570H108
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13G
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Page 9 of 10 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)
|
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:
|
|
(i)
|
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)
|
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)
|
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.
|
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
¨
.
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
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|
13G
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Page 10 of 10 Pages
|
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 13, 2019
/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:
|
/s/ Valdur Koha
|
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Valdur Koha, Trustee
|
|
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