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Form 4 Sonos Inc For: Mar 06 Filed by: Index Ventures Growth I Parallel Entrepreneur Fund (Jersey) L.P.

March 7, 2019 7:03 PM
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 *
Index Ventures Growth I (Jersey) L.P.
(Last) (First) (Middle)
5TH FLOOR, 44 ESPLANADE
(Street)
ST. HELIER Y9 JE1 3FG
(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/06/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
Common Stock 03/06/2019 J (1) 1,982,750 D (1) 7,313,231 D (5)
Common Stock 03/07/2019 S 198,080 D $ 9.8298 (2) 730,602 I See footnotes (3) (5)
Common Stock 03/07/2019 S 10,959 D $ 9.8298 (2) 40,420 I See footnotes (4) (5)
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
Explanation of Responses:
1. On March 6, 2019 Index Ventures Growth I (Jersey) L.P. ("Index I") distributed, for no consideration, an aggregate of 1,982,750 shares of common stock of the issuer to its limited partners and to Index Venture Growth Associates I Limited ("IVGA I"), the general partner of Index I, representing each such partner's pro rata interest in the shares held by Index I. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended.
2. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.66 to $10.085. The reporting persons undertake to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
3. The shares are held directly by Index Ventures Growth I Parallel Entrepreneur Fund (Jersey), L.P. ("Index I Parallel").
4. The shares are held directly by Yucca (Jersey) SLP ("Yucca"). Yucca is a co-investment vehicle that is contractually required to mirror the investment of Index I and Index I Parallel.
5. IVGA I is the general partner of Index I, and Index I Parallel (together with Index I and Yucca, the "Index Funds"). IVGA I disclaims Section 16 beneficial ownership of the securities held by the Index Funds, except to the extent of its respective pecuniary interest therein, if any, and this report shall not be deemed an admission that IVGA I is the beneficial owner of such securities for Section 16 or any other purpose.
INDEX VENTURE GROWTH ASSOCIATES I LIMITED, as Managing General Partner of INDEX VENTURES GROWTH I (JERSEY), L.P., By: /s/ Sinead Meehan, Its: Director 03/07/2019
** Signature of Reporting Person Date
INDEX VENTURE GROWTH ASSOCIATES I LIMITED, By: /s/ Sinead Meehan, Its: Director 03/07/2019
** Signature of Reporting Person Date
INDEX VENTURE GROWTH ASSOCIATES I LIMITED, as Managing General Partner of INDEX VENTURES GROWTH I PARALLEL ENTREPRENEUR FUND (JERSEY), L.P., By: /s/ Sinead Meehan, Its: Director 03/07/2019
** Signature of Reporting Person Date
YUCCA (JERSEY) SLP, By Intertrust Employee Benefit Services Limited, as authorized signatory of Yucca (Jersey) SLP in its capacity as Administrator of the Index Co-Investment Scheme, By: /s/ Sarah Earles, /s/ Andy Le Couilliard, Its Authorized Signatories 03/07/2019
** 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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