Sonos Inc

Regulatory Filings • Jul 30, 2018

CORRESP 1 filename1.htm CORRESP

Sonos, Inc.

614 Chapala Street

Santa Barbara, California 93101

July 30, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

| Attention: | Larry Spirgel, Assistant Director Paul
Fischer, Staff Attorney Terry French, Accounting Branch Chief Claire Delabar, Staff Accountant |
| --- | --- |
| Re: | Sonos, Inc. Registration Statement on Form S-1 (File No. 333-226076) originally filed July 6, 2018, as amended, and corresponding
Registration Statement on Form 8-A (File No. 001-38603) filed July 23, 2018 |

Requested Date: August 1, 2018

Requested Time: 4:00 p.m. Eastern Time

Ladies and Gentlemen:

Sonos, Inc. (the “ Registrant ”) hereby requests that the Securities and Exchange Commission take appropriate action to declare the above-captioned Registration Statements on Form S - 1 and Form 8 - A effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.

The Registrant hereby authorizes Jeffrey R. Vetter or William L. Hughes, both of whom are attorneys with the Registrant’s outside legal counsel, Fenwick & West LLP, to orally modify or withdraw this request for acceleration.

The Registrant requests that it be notified of such effectiveness by a telephone call to Mr. Vetter at (650) 335-7631 or, in his absence, Mr. Hughes at (415) 875-2479.

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Sincerely,
S ONOS , I NC .
By:	/s/ Craig A. Shelburne
	Craig A. Shelburne
	Chief Legal Officer and Corporate Secretary

cc: Michael Giannetto, Chief Financial Officer

Craig A. Shelburne, Chief Legal Officer and Corporate Secretary

Sonos, Inc.

Jeffrey R. Vetter, Esq.

William L. Hughes, Esq.

Niki Fang, Esq.

Fenwick & West LLP

[Signature Page to Company Acceleration Request Letter]