Sec Form 4 Filing - Index Ventures Growth I (Jersey) L.P. @ Sonos Inc - 2018-08-06

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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Index Ventures Growth I (Jersey) L.P.
2. Issuer Name and Ticker or Trading Symbol
Sonos Inc [ SONO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
NO. 1 SEATON PLACE
3. Date of Earliest Transaction (MM/DD/YY)
08/06/2018
(Street)
ST. HELIER, Y9JE4 8YJ
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 08/06/2018 C 10,931,734 A 10,931,734 D
Common Stock 08/06/2018 C 381,380 A 1,092,096 I See footnotes ( 2 ) ( 3 ) ( 4 )
Common Stock 08/06/2018 C 56,850 A 60,420 I See footnotes ( 3 ) ( 5 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Preferred Stock ( 1 ) 08/06/2018 C 10,931,734 ( 1 ) ( 1 ) Common Stock 10,931,734 $ 0 0 D
Series C Preferred Stock ( 1 ) 08/06/2018 C 381,380 ( 1 ) ( 1 ) Common Stock 381,380 $ 0 0 I See footnotes ( 2 ) ( 3 ) ( 4 )
Series C Preferred Stock ( 1 ) 08/06/2018 C 56,850 ( 1 ) ( 1 ) Common Stock 56,850 $ 0 0 I See footnotes ( 3 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Index Ventures Growth I (Jersey) L.P.
NO. 1 SEATON PLACE
ST. HELIER, Y9JE4 8YJ
X
Index Venture Growth Associates I Ltd
NO. 1 SEATON PLACE
ST. HELIER Y9, Y9JE4 8YJ
X
Index Ventures Growth I Parallel Entrepreneur Fund (Jersey) L.P.
NO. 1 SEATON PLACE
JERSEY (CHANNEL ISLANDS), Y9JE4 8YJ
X
Yucca (Jersey) SLP
NO. 1 SEATON PLACE
ST. HELIER Y9, Y9JE4 8YJ
X
Signatures
INDEX VENTURE GROWTH ASSOCIATES I LIMITED, By: /s/ I.J. Henderson, Its: Director 08/06/2018
Signature of Reporting Person Date
INDEX VENTURE GROWTH ASSOCIATES I LIMITED as Managing General Partner of INDEX VENTURES GROWTH I (JERSEY), L.P., By: /s/ I.J. Henderson, Its: Director 08/06/2018
Signature of Reporting Person Date
INDEX VENTURE GROWTH ASSOCIATES I LIMITED as Managing General Partner of INDEX VENTURES GROWTH I PARALLEL ENTREPRENEUR FUND (JERSEY), L.P., By: /s/ I.J. Henderson, Its: Director 08/06/2018
Signature of Reporting Person Date
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/ Julie Gallon, Its: Authorized Signatories 08/06/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the consummation of the Issuer's initial public offering on August 6, 2018, each share of Preferred Stock automatically converted into one (1) share of the Issuer's Common Stock for no additional consideration, and had no expiration date. All shares of Common Stock issued upon conversion were aggregated.
( 2 )The shares are held directly by Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P. ("Index I Parallel")
( 3 )Michelangelo Volpi, a member of the Issuer's Board of Directors, is a partner with the Index Ventures group. Advisors within the Index Ventures group provide advice to Index Ventures Growth I (Jersey), L.P. ("Index I"), Index I Parallel and Yucca (Jersey) SLP (collectively, the "Index Funds"). Mr. Volpi is involved in making recommendations to the Index Funds, but does not hold voting or dispositive power over the shares held by the Index Funds. Mr. Volpi disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
( 4 )Index Venture Growth Associates I Limited ("IVGA I") is the general partner of Index I and Index I Parallel. Nigel Greenwood, Ian Henderson, Sinead Meehan, Bernard Dalle, Phil Balderson and David Hall are directors of IVGA I, and share voting and dispositive power with respect to the securities held by Index I and Index I Parallel. Each of these persons disclaims beneficial ownership of these securities except to the extent of his or her pecuniary interest therein.
( 5 )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 I and Index I Parallel. The corporate general partner of Yucca is Yucca Associates Limited. Nigel T. Greenwood and Ian J. Henderson are directors of Yucca Associates Limited and share voting and dispositive power with respect to the securities held by Yucca. Each of these persons disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

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