Sonos Inc — Director's Dealing 2019

Oct 1, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Sonos Inc (SONO)
CIK: 0001314727
Period of Report: 2019-02-04

Reporting Person: Millington Nicholas (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-04	Common Stock	M	100000.00	$1.15	Acquired	115493.00	Direct
2019-05-15	Common Stock	F	384.00	$10.59	Disposed	115109.00	Direct
2019-08-15	Common Stock	M	17382.00	—	Acquired	132491.00	Direct
2019-08-15	Common Stock	F	6011.00	$11.91	Disposed	126480.00	Direct
2019-08-19	Common Stock	S	21818.00	$13.312	Disposed	104662.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-04	Employee Stock Option (right to buy)	$1.15	M	100000.00	Disposed	2019-05-28	Common Stock (100000.00)	Direct
2019-08-15	Restricted Stock Units	$	M	17382.00	Disposed		Common Stock (17382.00)	Direct

Footnotes

F1: 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 restricted stock units ("RSUs") to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.

F2: Due to an administrative error, the number of shares that were withheld on May 15, 2019 to cover taxes due upon the release and settlement of the RSUs was under-reported in the Form 4 that was filed by the Reporting Person with the U.S. Securities and Exchange Commission on May 17, 2019. This number reflects the additional shares that were withheld.

F3: Vesting of RSUs granted to the Reporting Person on February 15, 2019.

F4: Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon vesting and settlement for no consideration.

F5: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

F6: Represents the weighted average sales price per share. The shares sold at prices ranging from $13.25 to $13.49 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.

F7: The stock option is fully vested and immediately exercisable.

F8: 1/16 of the shares subject to the RSUs vest in equal installments on each quarterly anniversary of the initial vesting 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.