0000950142-21-003463.txt : 20211028 0000950142-21-003463.hdr.sgml : 20211028 20211028211339 ACCESSION NUMBER: 0000950142-21-003463 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211028 FILED AS OF DATE: 20211028 DATE AS OF CHANGE: 20211028 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GENERAL ATLANTIC, L.P. CENTRAL INDEX KEY: 0001017645 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40988 FILM NUMBER: 211360267 BUSINESS ADDRESS: STREET 1: 55 EAST 52ND STREET STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 212 715 4000 MAIL ADDRESS: STREET 1: 55 EAST 52ND STREET STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 FORMER NAME: FORMER CONFORMED NAME: GENERAL ATLANTIC L.P. DATE OF NAME CHANGE: 20210803 FORMER NAME: FORMER CONFORMED NAME: GENERAL ATLANTIC LLC DATE OF NAME CHANGE: 20050322 FORMER NAME: FORMER CONFORMED NAME: GENERAL ATLANTIC PARTNERS LLC DATE OF NAME CHANGE: 19960626 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GAP COINVESTMENTS III, LLC CENTRAL INDEX KEY: 0001282203 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40988 FILM NUMBER: 211360264 BUSINESS ADDRESS: STREET 1: 55 EAST 52ND STREET, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 212 715 4000 MAIL ADDRESS: STREET 1: 55 EAST 52ND STREET, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 FORMER NAME: FORMER CONFORMED NAME: GAP COINVESTMENTS III LLC DATE OF NAME CHANGE: 20061127 FORMER NAME: FORMER CONFORMED NAME: GAP COINVESTMENTS III LLC DATE OF NAME CHANGE: 20040304 FORMER NAME: FORMER CONFORMED NAME: GAP COINVESTMENTS PARTNERS III LLC DATE OF NAME CHANGE: 20040301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GAP COINVESTMENTS IV, LLC CENTRAL INDEX KEY: 0001282372 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40988 FILM NUMBER: 211360266 BUSINESS ADDRESS: STREET 1: 55 EAST 52ND STREET, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 212 715 4000 MAIL ADDRESS: STREET 1: 55 EAST 52ND STREET, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 FORMER NAME: FORMER CONFORMED NAME: GAP COINVESTMENTS IV LLC DATE OF NAME CHANGE: 20061127 FORMER NAME: FORMER CONFORMED NAME: GAP COINVESTMENTS IV LLC DATE OF NAME CHANGE: 20040304 FORMER NAME: FORMER CONFORMED NAME: GAP COINVESTMENTS PARTNERS IV LLC DATE OF NAME CHANGE: 20040302 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GAP Coinvestments CDA, L.P. CENTRAL INDEX KEY: 0001356474 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40988 FILM NUMBER: 211360258 BUSINESS ADDRESS: STREET 1: 55 EAST 52ND STREET, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 212 715 4000 MAIL ADDRESS: STREET 1: 55 EAST 52ND STREET, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GAP Coinvestments V, LLC CENTRAL INDEX KEY: 0001793941 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40988 FILM NUMBER: 211360263 BUSINESS ADDRESS: STREET 1: 55 EAST 52ND STREET, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 2127154000 MAIL ADDRESS: STREET 1: 55 EAST 52ND STREET, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: General Atlantic (SOI), L.P. CENTRAL INDEX KEY: 0001889305 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40988 FILM NUMBER: 211360262 BUSINESS ADDRESS: STREET 1: C/O GENERAL ATLANTIC SERVICE COMPANY, LP STREET 2: 55 EAST 52ND STREET, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 212-715-4000 MAIL ADDRESS: STREET 1: C/O GENERAL ATLANTIC SERVICE COMPANY, LP STREET 2: 55 EAST 52ND STREET, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: General Atlantic Partners (Bermuda) EU, L.P. CENTRAL INDEX KEY: 0001701754 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40988 FILM NUMBER: 211360260 BUSINESS ADDRESS: STREET 1: C/O GENERAL ATLANTIC SERVICE COMPANY LP STREET 2: 55 EAST 52ND STREET, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 212-715-4000 MAIL ADDRESS: STREET 1: C/O GENERAL ATLANTIC SERVICE COMPANY LP STREET 2: 55 EAST 52ND STREET, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: General Atlantic Partners 100, L.P. CENTRAL INDEX KEY: 0001704892 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40988 FILM NUMBER: 211360261 BUSINESS ADDRESS: STREET 1: C/O GENERAL ATLANTIC SERVICE COMPANY,LP STREET 2: 55 EAST 52ND STREET, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 212-715-4000 MAIL ADDRESS: STREET 1: C/O GENERAL ATLANTIC SERVICE COMPANY,LP STREET 2: 55 EAST 52ND STREET, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: General Atlantic (SPV) GP, LLC CENTRAL INDEX KEY: 0001793940 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40988 FILM NUMBER: 211360265 BUSINESS ADDRESS: STREET 1: 55 EAST 52ND STREET, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 2127154000 MAIL ADDRESS: STREET 1: 55 EAST 52ND STREET, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GAP (Bermuda) L.P. CENTRAL INDEX KEY: 0001406817 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40988 FILM NUMBER: 211360259 BUSINESS ADDRESS: STREET 1: C/O GENERAL ATLANTIC SERVICE COMPANY STREET 2: 55 EAST 52ND ST. 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 212 715 4000 MAIL ADDRESS: STREET 1: C/O GENERAL ATLANTIC SERVICE COMPANY STREET 2: 55 EAST 52ND ST. 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 FORMER NAME: FORMER CONFORMED NAME: GAP (Bermuda) LTD DATE OF NAME CHANGE: 20070716 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Sonendo, Inc. CENTRAL INDEX KEY: 0001407973 STANDARD INDUSTRIAL CLASSIFICATION: DENTAL EQUIPMENT & SUPPLIES [3843] IRS NUMBER: 205041718 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 26061 MERIT CIRCLE STREET 2: SUITE 101 CITY: Laguna Hills STATE: CA ZIP: 92653 BUSINESS PHONE: (949) 766-3636 MAIL ADDRESS: STREET 1: 26061 MERIT CIRCLE STREET 2: SUITE 101 CITY: Laguna Hills STATE: CA ZIP: 92653 FORMER COMPANY: FORMER CONFORMED NAME: Dentatek CORP DATE OF NAME CHANGE: 20070726 3 1 es210196419_3-sonendo.xml OWNERSHIP DOCUMENT X0206 3 2021-10-28 0 0001407973 Sonendo, Inc. SONX 0001017645 GENERAL ATLANTIC, L.P. C/O GENERAL ATLANTIC SERVICE CO.,L.P. 55 EAST 52ND STREET, 33RD FLOOR NEW YORK NY 10055 1 0 1 0 0001793940 General Atlantic (SPV) GP, LLC C/O GENERAL ATLANTIC SERVICE CO.,L.P. 55 EAST 52ND STREET, 33RD FLOOR NEW YORK NY 10055 0 0 1 0 0001282203 GAP COINVESTMENTS III, LLC C/O GENERAL ATLANTIC SERVICE CO.,L.P. 55 EAST 52ND STREET, 33RD FLOOR NEW YORK NY 10055 0 0 1 0 0001282372 GAP COINVESTMENTS IV, LLC C/O GENERAL ATLANTIC SERVICE CO.,L.P. 55 EAST 52ND STREET, 33RD FLOOR NEW YORK NY 10055 0 0 1 0 0001793941 GAP Coinvestments V, LLC C/O GENERAL ATLANTIC SERVICE CO.,L.P. 55 EAST 52ND STREET, 33RD FLOOR NEW YORK NY 10055 0 0 1 0 0001889305 General Atlantic (SOI), L.P. C/O GENERAL ATLANTIC SERVICE CO.,L.P. 55 EAST 52ND STREET, 33RD FLOOR NEW YORK NY 10055 0 0 1 0 0001704892 General Atlantic Partners 100, L.P. C/O GENERAL ATLANTIC SERVICE CO.,L.P. 55 EAST 52ND STREET, 33RD FLOOR NEW YORK NY 10055 0 0 1 0 0001701754 General Atlantic Partners (Bermuda) EU, L.P. 2 CHURCH STREET HAMILTON D0 HM11 BERMUDA 0 0 1 0 0001406817 GAP (Bermuda) L.P. 2 CHURCH STREET HAMILTON D0 HM11 BERMUDA 0 0 1 0 0001356474 GAP Coinvestments CDA, L.P. C/O GENERAL ATLANTIC SERVICE CO.,L.P. 55 EAST 52ND ST. 32ND FLOOR NEW YORK NY 10055 0 0 1 0 Series E Preferred Stock Common Stock, par value $0.001 ("Common Stock") 3267746 I See footnote Each share of Series E Preferred Stock will automatically convert on a 1-for-1 basis into Common Stock upon the closing of the initial public offering of Sonendo, Inc. Reflects securities held directly by General Atlantic (SOI), L.P. (?GA SOI?), a Delaware limited partnership. Each of General Atlantic Partners 100, L.P., a Delaware limited partnership (?GAP 100?), General Atlantic Partners (Bermuda) EU, L.P., a Bermuda exempted limited partnership (?GAP Bermuda EU?), GAP Coinvestments III, LLC, a Delaware limited liability company (?GAPCO III?), GAP Coinvestments IV, LLC, a Delaware limited liability company (?GAPCO IV?), GAP Coinvestments V, LLC, a Delaware limited liability company (?GAPCO V?), and GAP Coinvestments CDA, L.P., a Delaware limited partnership (?GAPCO CDA?, and together with GAP 100, GAP Bermuda EU, GAPCO III, GAPCO IV, and GAPCO V, the ?GA Funds?) share beneficial ownership of the shares of common stock held by GA SOI. The general partner of GA SOI is General Atlantic (SPV) GP, LLC, a Delaware limited liability company (?GA SPV?). The general partner of GAP 100 is ultimately controlled by General Atlantic, L.P. (?GA LP?), a Delaware limited partnership, which is controlled by the Management Committee (the ?Management Committee?) of GASC MGP, LLC, a Delaware limited liability company. The general partner of GAP Bermuda EU is ultimately controlled by GAP (Bermuda) L.P., a Bermuda exempted limited partnership (?GAP Bermuda?), which is also controlled by the Management Committee. GA LP is the managing member of GAPCO III, GAPCO IV and GAPCO V, the general partner of GAPCO CDA and is the sole member of GA SPV. There are nine members of the Management Committee. Each of the members of the Management Committee disclaims ownership of the shares except to the extent he has a pecuniary interest therein. GA SOI, GA LP, GAP Bermuda, GA SPV and the GA Funds may be deemed to be members of a "group" for the purposes of the Securities Exchange Act of 1934. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the reporting person. This report shall not be deemed an admission that the reporting persons are a member of a group or the beneficial owner of any securities not directly owned by the reporting person. Each of the reporting persons is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. /s/ J. Frank Brown 2021-10-28 /s/ J. Frank Brown 2021-10-28 /s/ J. Frank Brown 2021-10-28 /s/ J. Frank Brown 2021-10-28 /s/ J. Frank Brown 2021-10-28 /s/ J. Frank Brown 2021-10-28 /s/ J. Frank Brown 2021-10-28 /s/ J. Frank Brown 2021-10-28 /s/ J. Frank Brown 2021-10-28 /s/ J. Frank Brown 2021-10-28