Sec Form 4 Filing - BERGHEIM OLAV @ Sonendo, Inc. - 2021-11-02

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 BERGHEIM OLAV 2. Issuer Name and Ticker or Trading Symbol Sonendo, Inc. [ SONX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O FJORD VENTURES LLC, 26051 MERIT CIRCLE, SUITE 102 3. Date of Earliest Transaction (MM/DD/YY) 11/02/2021 (Street) LAGUNA HILLS, CA92653 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 Common Stock 11/02/2021 C 1,090,752 A 1,090,752 I Held by Fjordinvest LLC ( 2 ) Common Stock 11/02/2021 C 393,473 A 393,473 I Held by Fjordinvest (Cayman) Ltd. ( 3 ) Common Stock 11/02/2021 C 52,766 A 66,464 I Held by Fjord Ventures LLC ( 4 ) Common Stock 11/02/2021 C 21,713 A 131,302 I Held by Micro LLC ( 5 ) Common Stock 11/02/2021 P 33,500 A $ 12 164,802 I Micro LLC ( 5 ) Common Stock 11/02/2021 C 691,628 A 691,628 I Held by Fjord Capital Partners I, L.P. ( 6 ) Common Stock 11/02/2021 C 286,673 A 286,673 I Held by Fjordinvest (Cayman) II Ltd. ( 7 ) Common Stock 11/02/2021 C 24,906 A 24,906 I Held by IRA ( 8 )

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 A-1 Preferred Stock ( 1 ) 11/02/2021 C 592,372 ( 1 ) ( 1 ) Common Stock 592,372 ( 1 ) 0 I Held by Fjordinvest LLC ( 2 ) Series B Preferred Stock ( 1 ) 11/02/2021 C 159,170 ( 1 ) ( 1 ) Common Stock 159,170 ( 1 ) 0 I Held by Fjordinvest LLC ( 2 ) Series C Preferred Stock ( 1 ) 11/02/2021 C 99,626 ( 1 ) ( 1 ) Common Stock 99,626 ( 1 ) 0 I Held by Fjordinvest LLC ( 2 ) Series C-1 Preferred Stock ( 1 ) 11/02/2021 C 239,584 ( 1 ) ( 1 ) Common Stock 239,584 ( 1 ) 0 I Held by Fjordinvest LLC ( 2 ) Series D Preferred Stock ( 1 ) 11/02/2021 C 393,473 ( 1 ) ( 1 ) Common Stock 393,473 ( 1 ) 0 I Held by Fjordinvest (Cayman) Ltd. ( 3 ) Series B Preferred Stock ( 1 ) 11/02/2021 C 52,766 ( 1 ) ( 1 ) Common Stock 52,766 ( 1 ) 0 I Held by Fjord Ventures LLC ( 4 ) Series B Preferred Stock ( 1 ) 11/02/2021 C 21,713 ( 1 ) ( 1 ) Common Stock 21,713 ( 1 ) 0 I Held by Micro LLC ( 5 ) Series B Preferred Stock ( 1 ) 11/02/2021 C 592,002 ( 1 ) ( 1 ) Common Stock 592,002 ( 1 ) 0 I Held by Fjord Capital Partners I, L.P. ( 6 ) Series C Preferred Stock ( 1 ) 11/02/2021 C 99,626 ( 1 ) ( 1 ) Common Stock 99,626 ( 1 ) 0 I Held by Fjord Capital Partners I, L.P. ( 6 ) Series D Preferred Stock ( 1 ) 11/02/2021 C 286,673 ( 1 ) ( 1 ) Common Stock 286,673 ( 1 ) 0 I Held by Fjordinvest (Cayman) II Ltd. ( 7 ) Series E Preferred Stock ( 1 ) 11/02/2021 C 24,906 ( 1 ) ( 1 ) Common Stock 24,906 ( 1 ) 0 I Held by IRA ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BERGHEIM OLAV C/O FJORD VENTURES LLC 26051 MERIT CIRCLE, SUITE 102 LAGUNA HILLS, CA92653 X X Signatures By: /s/ Jacqueline Collins, Attorney-in-Fact for Olav Bergheim 11/02/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Upon the closing of the Issuer's initial public offering, each share of preferred stock automatically converted into shares of the Issuer's common stock on a one-for-one basis. ( 2 )Mr. Bergheim is the president of Micro LLC, the managing member of Fjordinvest LLC, and is the manager of Fjordinvest LLC. Mr. Bergheim exercises voting and dispositive power over the shares held by Fjordinvest LLC. Mr. Bergheim disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in such shares. ( 3 )Mr. Bergheim is the chief executive officer of Fjordinvest (Cayman) Ltd. and exercises voting and dispositive power over the shares held by Fjordinvest (Cayman) Ltd. Mr. Bergheim disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in such shares. ( 4 )Mr. Bergheim is the president of Fjord Ventures LLC and exercises voting and dispositive power over the shares held by Fjord Ventures LLC. Mr. Bergheim disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in such shares ( 5 )Mr. Bergheim is the president of Micro LLC, the managing member of Fjordinvest LLC, and is the manager of Fjordinvest LLC. Mr. Bergheim exercises voting and dispositive power over the shares held by Fjordinvest LLC. Mr. Bergheim disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in such shares. ( 6 )Mr. Bergheim is the manager of Fjord Venture Partners I, LLC, the general partner of Fjord Capital Partners I, LP, and exercises voting and dispositive power over the shares held Fjord Capital Partners I, LP. Mr. Bergheim disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in such shares. ( 7 )Mr. Bergheim is the chief executive officer of Fjordinvest (Cayman) II Ltd. and exercises voting and dispositive power over the shares held by Fjordinvest (Cayman) II Ltd. Mr. Bergheim disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in such shares. ( 8 )Held by PENSCO Trust Company, Custodian, FBO Olav Bergheim.

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).

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