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^*

Spence Patrick

(Last)

(First)

(Middle)

C/O SONOS, INC.

614 CHAPALA ST.

(Street)

SANTA BARBARA

93101

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Sonos Inc [ SONO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2023

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	11/06/2023		M⁽¹⁾		4,526	A	⁽²⁾	930,395	D
Common Stock	11/06/2023		M⁽³⁾		51,244	A	⁽²⁾	981,639	D

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)
Performance Share Units	⁽²⁾	11/06/2023		A		4,526		⁽⁴⁾	⁽⁴⁾	Common Stock	4,526	$0	4,526	D
Performance Share Units	⁽²⁾	11/06/2023		A		4,197		⁽⁵⁾	⁽⁵⁾	Common Stock	4,197	$0	4,197	D
Performance Share Units	⁽²⁾	11/06/2023		A		9,015		⁽⁶⁾	⁽⁶⁾	Common Stock	9,015	$0	9,015	D
Performance Share Units	⁽²⁾	11/06/2023		M⁽¹⁾			4,526	⁽⁴⁾	⁽⁴⁾	Common Stock	4,526	⁽²⁾	0	D
Performance Share Units	⁽²⁾	11/06/2023		M⁽³⁾			51,244	⁽⁷⁾	⁽⁷⁾	Common Stock	51,244	⁽²⁾	0	D

Explanation of Responses:

1. Vesting of performance share units ("PSUs") previously granted to the Reporting Person and earned in November 2023.

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

3. Vesting of PSUs previously granted to the Reporting Person and earned in November 2021.

4. Each PSU represents the right to receive, following vesting, between 0% and 200% of the target award based upon achievement of pre-established one year performance goals, as determined by the Compensation, People, and Diversity & Inclusion Committee (the "Committee"). The number of shares reported represents the number of PSUs that were earned for fiscal 2023 as a result of the achievement of performance criteria, as determined by the Committee on November 6, 2023. These PSUs were granted on November 15, 2020. Such PSUs vested on November 6, 2023.

5. Each PSU represents the right to receive, following vesting, between 0% and 200% of the target award based upon achievement of pre-established one year performance goals, as determined by the Committee. The number of shares reported represents the number of PSUs that were earned for fiscal 2023 as a result of the achievement of performance criteria, as determined by the Committee on November 6, 2023. These PSUs were granted on November 15, 2021. PSUs awards have a three-year vesting term based on continued employment, and, to the extent earned, will vest upon Committee approval of performance attainment at the end of the three-year term.

6. Each PSU represents the right to receive, following vesting, between 0% and 200% of the target award based upon achievement of pre-established one year performance goals, as determined by the Committee. The number of shares reported represents the number of PSUs that were earned for fiscal 2023 as a result of the achievement of performance criteria, as determined by the Committee on November 6, 2023. These PSUs were granted on November 15, 2022. PSUs awards have a three-year vesting term based on continued employment, and, to the extent earned, will vest upon Committee approval of performance attainment at the end of the three-year term.

7. Each PSU represents the right to receive, following vesting, between 0% and 200% of the target award based upon achievement of pre-established one year performance goals, as determined by the Committee. The number of shares reported represents the number of PSUs that were earned as a result of the achievement of performance criteria, as determined by the Committee for fiscal 2021. These PSUs were granted on November 15, 2020. Such PSUs vested on November 6, 2023.

	/s/ Rebecca Schuster by power of attorney	11/08/2023
	** Signature of Reporting Person	Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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