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As Of Filer Filing For·On·As Docs:Size 2/06/20 Sonos Inc S-8 2/06/20 3:580K |
Document/Exhibit Description Pages Size 1: S-8 Registration of Securities to be Offered to HTML 47K Employees Pursuant to an Employee Benefit Plan 2: EX-5.1 Opinion of Counsel re: Legality HTML 8K 3: EX-23.2 Consent of Experts or Counsel HTML 4K
Document |
Delaware | 03-0479476 | |
(State
or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Large
accelerated filer | x | Accelerated filer | ☐ | |||||||
Non-accelerated filer | ☐ | Smaller
reporting company | ☐ | |||||||
Emerging growth company | ☐ |
Title
of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | |||||||||||
Common
stock, $0.001 par value per share | |||||||||||||||
- Reserved for future issuance under the 2018 Equity Incentive Plan | 7,630,306 (2) | $13.73(3) | $104,764,101.38 | $13,598.39 | |||||||||||
-
Reserved for future issuance the 2018 Employee Stock Purchase Plan | 3,052,122 (4) | $11.6705 (5) | $35,619,789.81 | $4,623.45 | |||||||||||
TOTAL | 10,682,428 | $140,383,891.19 | $18,221.84 | ||||||||||||
(1) | Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 (“Registration Statement”) shall also cover any additional shares of the common stock of Sonos, Inc. (the “Registrant”) that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the outstanding shares of the Registrant’s common stock. | ||||||||||||||
(2) | Represents
7,630,306 additional shares of the Registrant’s common stock that were automatically added to the shares authorized for issuance under the Registrant’s 2018 Equity Incentive Plan (the “2018 Plan”) on January 1, 2020, pursuant to an annual “evergreen” increase provision contained in the 2018 Plan. | ||||||||||||||
(3) | Estimated in accordance with Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee. The proposed maximum offering price per share of $13.73 was computed by averaging the high and low
prices of a share of the Registrant’s common stock as reported on The Nasdaq Global Select Market on January 31, 2020. | ||||||||||||||
(4) | Represents 3,052,122 additional shares of the Registrant’s common stock that were automatically added to the shares authorized for issuance under the Registrant’s 2018 Employee Stock Purchase Plan (the “2018 ESPP”) on January 1, 2020, pursuant to an annual “evergreen” increase
provision contained in the 2018 ESPP. | ||||||||||||||
(5) | Estimated in accordance with Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee. The proposed maximum offering price per share is equal to 85% of $13.73, which was computed by averaging the high and low prices of a share of the Registrant’s common stock as reported on The Nasdaq Global Select Market on January 31, 2020. Under the 2018 ESPP, the purchase price of a share of common stock is equal to 85% of the fair market value of the Registrant’s common
stock on the offering date or the purchase date, whichever is less. | ||||||||||||||
Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | |||||||
5.1 | X | |||||||||||
23.1 | X | |||||||||||
23.2 | X | |||||||||||
24.1 | Power
of Attorney (included on the signature page of this Registration Statement) | X | ||||||||||
99.1 | 10-Q | 10.02 | 2/5/2020 | |||||||||
99.2 | S-1 | 10.04 | 7/6/2018 |
SONOS, INC. |
/s/ Patrick Spence |
Chief Executive Officer |
Name | Title | Date |
/s/
Patrick Spence | Chief Executive Officer and Director (Principal Executive Officer) | |
/s/ Brittany Bagley | Chief
Financial Officer (Principal Financial Officer and Principal Accounting Officer) | |
/s/ Robert Bach | Director | |
/s/ Karen Boone | Director | |
/s/ Thomas Conrad | Director | |
Director | ||
/s/
John Maeda | Director | |
Chairperson of the Board of Directors | ||
This ‘S-8’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / Effective on: | 2/6/20 | 10-Q | ||
1/31/20 | ||||
1/1/20 | ||||
2/7/19 | 10-Q, S-8 | |||
8/2/18 | 3, 3/A, 4, 424B4, CT ORDER, EFFECT, S-8 | |||
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