Patrick Spence - 05 Nov 2021 Form 4 Insider Report for Sonos Inc (SONO)

Footnote F1

Vesting of restricted stock units ("RSUs") previously granted to the Reporting Person.

Footnote F2

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

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.