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Form 4 Sonendo, Inc. For: Dec 02 Filed by: Watts Michael Patrick

December 5, 2022 6:48 PM EST
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 *
Watts Michael Patrick

(Last) (First) (Middle)
C/O SONENDO, INC.
26061 MERIT CIRCLE, SUITE 102

(Street)
LAGUNA HILLS CA 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/02/2022
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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $ 12 12/02/2022   D (1)     72,462   (2) 10/27/2031 Common Stock 72,462 $ 0 0 D  
Stock Option $ 2.34 12/02/2022   A (1)   72,462     (2) 10/27/2031 Common Stock 72,462 $ 0 72,462 D  
Stock Option $ 7.01 12/02/2022   D (1)     41,205   (3) 03/16/2030 Common Stock 41,205 $ 0 0 D  
Stock Option $ 2.34 12/02/2022   A (1)   41,205     (3) 03/16/2030 Common Stock 41,205 $ 0 41,205 D  
Stock Option $ 4.02 12/02/2022   D (1)     133,519   (4) 12/11/2027 Common Stock 133,519 $ 0 0 D  
Stock Option $ 2.34 12/02/2022   A (1)   133,519     (4) 12/11/2027 Common Stock 133,519 $ 0 133,519 D  
Explanation of Responses:
1. The transactions reported herein involved the repricing of the reporting person's outstanding options, resulting in the cancellation of the "old" options and the grant of replacement options. There were no changes to the number of shares, the vesting schedule or the expiration date of the repriced stock options.
2. The option was originally granted on October 28, 2021 and vests in 16 equal quarterly installments beginning on October 28, 2021, subject to the reporting person's continued provision of service to the issuer on each vesting date.
3. The option was originally granted on March 17, 2020 and vests in 48 equal monthly installments beginning on March 17, 2020, subject to the reporting person's continued provision of service to the issuer on each vesting date.
4. The options were originally granted on December 12, 2017 and are fully vested.
/s/ Michael P. Watts 12/05/2022
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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