Sec Form 3 Filing - Perri David @ Sonos Inc - 2020-01-14

FORM 3 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Perri David 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 Operations Officer (Last) (First) (Middle) C/O SONOS, INC., 614 CHAPALA STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/14/2020 (Street) SANTA BARBARA, CA93101 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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

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 Employee Stock Option (right to buy) $ 11.275 ( 1 ) 07/31/2024 Common Stock 45,830 D Employee Stock Option (right to buy) $ 13.56 ( 1 ) 08/11/2025 Common Stock 14,628 D Employee Stock Option (right to buy) $ 13.56 ( 1 ) 11/05/2025 Common Stock 5,078 D Employee Stock Option (right to buy) $ 13.56 ( 2 ) 07/06/2026 Common Stock 108,918 D Employee Stock Option (right to buy) $ 13.56 ( 3 ) 09/07/2026 Common Stock 152,326 D Employee Stock Option (right to buy) $ 13.56 ( 4 ) 05/21/2027 Common Stock 40,000 D Employee Stock Option (right to buy) $ 15.05 ( 5 ) 05/24/2028 Common Stock 42,000 D Employee Stock Option (right to buy) $ 15 ( 6 ) 07/31/2028 Common Stock 31,000 D Restricted Stock Units ( 7 ) ( 8 ) ( 8 ) Common Stock 100,626 D Restricted Stock Units ( 7 ) ( 9 ) ( 9 ) Common Stock 79,320 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Perri David C/O SONOS, INC. 614 CHAPALA STREET SANTA BARBARA, CA93101 Chief Operations Officer Signatures /s/ Nanette Agustines, by power of attorney 01/24/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The stock option is fully vested and immediately exercisable. ( 2 )The stock option vested and became exercisable, and shall continue to vest and become exercisable, in 48 equal monthly installments beginning on May 1, 2016, until such time as the option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. ( 3 )The stock option vested and became exercisable, and shall continue to vest and become exercisable, in 48 equal monthly installments beginning on October 8, 2016, until such time as the option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. ( 4 )The stock option vested and became exercisable, and shall continue to vest and become exercisable, in 48 equal monthly installments beginning on May 1, 2017, until such time as the option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. ( 5 )The stock option vested and became exercisable, and shall continue to vest and become exercisable, in 48 equal monthly installments beginning on May 1, 2018, until such time as the option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. ( 6 )25% of the option vested and became exercisable on August 1, 2019, and thereafter will vest in equal quarterly installments over three years, until such time as the option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. ( 7 )Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration. ( 8 )1/16 of the shares subject to the RSUs 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. ( 9 )1/16 of the shares subject to the RSUs vest in equal installments on each quarterly anniversary date following the vesting commencement date of May 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.