Patrick Spence - Nov 5, 2021 Form 4 Insider Report for Sonos Inc (SONO)

Role
Chief Executive Officer, Director
Signature
/s/ Robert Capilupi by power of attorney
Stock symbol
SONO
Transactions as of
Nov 5, 2021
Transactions value $
-$772,385
Form type
4
Date filed
11/17/2021, 04:53 PM
Previous filing
Oct 19, 2021
Next filing
Jan 5, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SONO Common Stock Options Exercise +45.1K +13.62% 376K Nov 15, 2021 Direct F1, F2
transaction SONO Common Stock Tax liability -$772K -22.4K -5.94% $34.52 354K Nov 15, 2021 Direct F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SONO Performance Share Unit Award $0 +250K $0.00 250K Nov 5, 2021 Common Stock 250K Direct F4, F5
transaction SONO Performance Share Units Award $0 +51.2K $0.00 51.2K Nov 5, 2021 Common Stock 51.2K Direct F4, F6
transaction SONO Restricted Stock Units Award $0 +74.9K +20.55% $0.00 440K Nov 15, 2021 Common Stock 74.9K Direct F2, F7
transaction SONO Restricted Stock Units Options Exercise $0 -45.1K -10.26% $0.00 395K Nov 15, 2021 Common Stock 45.1K Direct F1, F2, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person.
F2 Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon vesting and settlement for no consideration.
F3 Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were withheld by the Issuer in accordance with the agreement governing the RSUs to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs.
F4 Each Performance Share Unit ("PSU") represents a contingent right to receive 1 share of the Issuer's Common Stock upon vesting and settlement for no consideration.
F5 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 Committee determined achievement of such goals for fiscal 2021 at a level of 190%. Such PSUs will vest on November 15, 2022, subject to the Reporting Person's continued employment.
F6 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 Committee determined achievement of such goals for fiscal 2021 at 190%. Such PSUs will vest on November 15, 2023, subject to the Reporting Person's continued employment.
F7 These RSUs will vest based on the following schedule: 6.25% of the shares subject to the RSU will vest quarterly in year 1; 12.5% of the shares subject to the RSU will vest quarterly in year 2; and 6.25% of the shares subject to the RSU will vest quarterly in year 3, in each case subject to the continuing employment of the Reporting Person on each vesting date. The RSUs are subject to double-trigger acceleration.
F8 1/16 of the shares subject to the RSUs will vest in equal installments on each quarterly anniversary date following the applicable vesting commencement date of until such time as the RSUs are 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. The RSUs are subject to double-trigger acceleration.