SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Bergheim Bjarne

(Last)

(First)

(Middle)

C/O SONENDO, INC.

26061 MERIT CIRCLE, SUITE 102

(Street)

LAGUNA HILLS

92653

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/28/2021

3. Issuer Name and Ticker or Trading Symbol
Sonendo, Inc. [ SONX ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	171,974	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	78,983	⁽¹⁾	D
Stock Option	⁽²⁾	05/27/2023	Common Stock	95,342	$1.1	D
Stock Option	⁽²⁾	02/13/2024	Common Stock	26,438	$1.1	D
Stock Option	⁽²⁾	10/22/2024	Common Stock	124,383	$4.02	D
Stock Option	⁽²⁾	06/05/2027	Common Stock	106,022	$4.02	D
Stock Option	⁽³⁾	09/17/2028	Common Stock	174,721	$4.02	D
Stock Option	⁽⁴⁾	03/16/2030	Common Stock	200,208	$7.01	D
Stock Option	⁽⁵⁾	10/28/2031	Common Stock	139,701	$12	D

Explanation of Responses:

1. Each share of the Issuer's preferred stock is convertible on a one-to-one basis into shares of the Issuer's common stock and has no expiration date. The preferred stock will automatically convert into common stock upon the closing of the Issuer's initial public offering.

2. The option is fully vested and currently exercisable.

3. The option vests in 48 equal monthly installments beginning on September 18, 2018.

4. The option vests in 48 equal monthly installments beginning on March 17, 2020.

5. The option vests and becomes exercisable in 16 equal quarterly installments beginning on October 28, 2021.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Jacqueline Collins, Attorney-in-Fact for Bjarne Bergheim	10/28/2021
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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