SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BERGHEIM OLAV

(Last)

(First)

(Middle)

C/O FJORD VENTURES LLC

26051 MERIT CIRCLE, SUITE 102

(Street)

LAGUNA HILLS

92653

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/02/2021		C		1,090,752	A	⁽¹⁾	1,090,752	I	Held by Fjordinvest LLC⁽²⁾
Common Stock	11/02/2021		C		393,473	A	⁽¹⁾	393,473	I	Held by Fjordinvest (Cayman) Ltd.⁽³⁾
Common Stock	11/02/2021		C		52,766	A	⁽¹⁾	66,464	I	Held by Fjord Ventures LLC⁽⁴⁾
Common Stock	11/02/2021		C		21,713	A	⁽¹⁾	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	⁽¹⁾	691,628	I	Held by Fjord Capital Partners I, L.P.⁽⁶⁾
Common Stock	11/02/2021		C		286,673	A	⁽¹⁾	286,673	I	Held by Fjordinvest (Cayman) II Ltd.⁽⁷⁾
Common Stock	11/02/2021		C		24,906	A	⁽¹⁾	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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⁾

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.

Remarks:

	By: /s/ Jacqueline Collins, Attorney-in-Fact for Olav Bergheim	11/02/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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