Patrick Spence - Feb 15, 2022 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: Feb 15, 2022
Transactions value $: -$702,383
Form type: 4
Date filed: 2/17/2022, 04:20 PM
Previous filing: Jan 20, 2022
Next filing: Apr 20, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SONO	Common Stock	Options Exercise		+49.8K	+8.16%		660K	Feb 15, 2022	Direct	F1, F2
transaction	SONO	Common Stock	Tax liability	-$702K	-24.7K	-3.74%	$28.44	635K	Feb 15, 2022	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	Restricted Stock Units	Options Exercise	$0	-4.68K	-1.19%	$0.00	390K	Feb 15, 2022	Common Stock	4.68K		Direct	F1, F2, F4
transaction	SONO	Restricted Stock Units	Options Exercise	$0	-45.1K	-11.57%	$0.00	345K	Feb 15, 2022	Common Stock	45.1K		Direct	F1, F2, F5

* 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	These RSUs will vest on the following schedule: 6.25% of the shares subject to the RSU will vest quarterly in year 1 following the vesting commencement date of November 15, 2021; 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.
F5	1/16 of the shares subject to the RSUs vest in equal installments on each quarterly anniversary date following the applicable vesting commencement date, 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.