Sec Form 13G Filing - Trigran Investments Inc. filing for Sonos Inc (SONO) - 2024-02-09

 

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

 

SCHEDULE 13G

(Rule 13d-102)

 

Information Statement Pursuant to Rules 13d-1

Under the Securities Exchange Act of 1934
(Amendment No.)*

 

SONOS, INC.

(Name of Issuer)

 

Common Stock, Par Value of $0.001 Per Share

(Title of Class of Securities)

 

83570H108

(CUSIP Number)

 

December 31, 2023

Date of Event Which Requires Filing of the Statement

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

x	Rule 13d-1(b)
¨	Rule 13d-1(c)
¨	Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

1.

Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Trigran Investments, Inc.

2.

Check the Appropriate Box if a Member of a Group

(a)

¨

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization Illinois corporation

Number of Shares Beneficially Owned by Each Reporting Person With

5.

Sole Voting Power 0

6.

Shared Voting Power 6,783,782 shares of common stock (1)

7.

Sole Dispositive Power 0

8.

Shared Dispositive Power 7,074,484 shares of common stock (1)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person 7,074,484 shares of common stock (1) (2)

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨

11.

Percent of Class Represented by Amount in Row (9) Approximately 5.7% (based on 125,150,415 shares of common stock issued and outstanding as of November 7, 2023, pursuant to the Sonos, Inc. Form 10-K filed with the SEC on November 20, 2023)

12.

Type of Reporting Person IA/CO

(1) Includes 400,000 shares of stock underlying call options exercisable on or before January 19, 2024

 

(2) The Reporting Person disclaims beneficial ownership of the shares reported in this Schedule 13G, except to the extent of its pecuniary interest.

 

 

	1.	Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Douglas Granat
	2.	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(b)		x
	3.	SEC Use Only
	4.	Citizenship or Place of Organization U.S. Citizen
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0
			6.		Shared Voting Power 6,783,782 shares of common stock (1)
			7.		Sole Dispositive Power 0
			8.		Shared Dispositive Power 7,074,484 shares of common stock (1)
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,074,484 shares of common stock  (1) (2)
	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ¨
	11.	Percent of Class Represented by Amount in Row (9) Approximately 5.7% (based on 125,150,415 shares of common stock issued and outstanding as of November 7, 2023, pursuant to the Sonos, Inc. Form 10-K filed with the SEC on November 20, 2023)
	12.	Type of Reporting Person IN/HC

(1) Includes 400,000 shares of stock underlying call options exercisable on or before January 19, 2024.

 

(2) The Reporting Person disclaims beneficial ownership of the shares reported in this Schedule 13G, except to the extent of his pecuniary interest.

 

 

	1.	Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Lawrence A. Oberman
	2.	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(b)		x
	3.	SEC Use Only
	4.	Citizenship or Place of Organization U.S. Citizen
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0
			6.		Shared Voting Power 6,783,782 shares of common stock (1)
			7.		Sole Dispositive Power 0
			8.		Shared Dispositive Power 7,074,484 shares of common stock (1)
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,074,484 shares of common stock  (1) (2)
	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ¨
	11.	Percent of Class Represented by Amount in Row (9) Approximately 5.7% (based on 125,150,415 shares of common stock issued and outstanding as of November 7, 2023, pursuant to the Sonos, Inc. Form 10-K filed with the SEC on November 20, 2023)
	12.	Type of Reporting Person IN/HC

(1) Includes 400,000 shares of stock underlying call options exercisable on or before January 19, 2024.

 

(2) The Reporting Person disclaims beneficial ownership of the shares reported in this Schedule 13G, except to the extent of his pecuniary interest.

 

 

	1.	Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Steven G. Simon
	2.	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(b)		x
	3.	SEC Use Only
	4.	Citizenship or Place of Organization U.S. Citizen
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0
			6.		Shared Voting Power 6,783,782 shares of common stock (1)
			7.		Sole Dispositive Power 0
			8.		Shared Dispositive Power 7,074,484 shares of common stock (1)
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,074,484 shares of common stock  (1) (2)
	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ¨
	11.	Percent of Class Represented by Amount in Row (9) Approximately 5.7% (based on 125,150,415 shares of common stock issued and outstanding as of November 7, 2023, pursuant to the Sonos, Inc. Form 10-K filed with the SEC on November 20, 2023)
	12.	Type of Reporting Person IN/HC

(1) Includes 400,000 shares of stock underlying call options exercisable on or before January 19, 2024.

 

(2) The Reporting Person disclaims beneficial ownership of the shares reported in this Schedule 13G, except to the extent of his pecuniary interest.

 

 

	1.	Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Bradley F. Simon
	2.	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(b)		x
	3.	SEC Use Only
	4.	Citizenship or Place of Organization U.S. Citizen
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0
			6.		Shared Voting Power 6,783,782 shares of common stock (1)
			7.		Sole Dispositive Power 0
			8.		Shared Dispositive Power 7,074,484 shares of common stock (1)
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,074,484 shares of common stock  (1) (2)
	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ¨
	11.	Percent of Class Represented by Amount in Row (9) Approximately 5.7% (based on 125,150,415 shares of common stock issued and outstanding as of November 7, 2023, pursuant to the Sonos, Inc. Form 10-K filed with the SEC on November 20, 2023)
	12.	Type of Reporting Person IN/HC

(1) Includes 400,000 shares of stock underlying call options exercisable on or before January 19, 2024.

 

(2) The Reporting Person disclaims beneficial ownership of the shares reported in this Schedule 13G, except to the extent of his pecuniary interest.

 

 

	1.	Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Steven R. Monieson
	2.	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(b)		x
	3.	SEC Use Only
	4.	Citizenship or Place of Organization U.S. Citizen
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0
			6.		Shared Voting Power 6,783,782 shares of common stock (1)
			7.		Sole Dispositive Power 0
			8.		Shared Dispositive Power 7,074,484 shares of common stock (1)
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,074,484 shares of common stock  (1) (2)
	10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  ¨
	11.	Percent of Class Represented by Amount in Row (9) Approximately 5.7% (based on 125,150,415 shares of common stock issued and outstanding as of November 7, 2023, pursuant to the Sonos, Inc. Form 10-K filed with the SEC on November 20, 2023)
	12.	Type of Reporting Person IN/HC

(1) Includes 400,000 shares of stock underlying call options exercisable on or before January 19, 2024.

 

(2) The Reporting Person disclaims beneficial ownership of the shares reported in this Schedule 13G, except to the extent of his pecuniary interest.

 

 

Item 1(a)	Name of Issuer: Sonos, Inc.
Item 1(b)	Address of Issuer’s Principal Executive Offices: 614 Chapala Street Santa Barbara, CA 93101
Item 2(a)	Name of Person Filing See Item 2(c)
Item 2(b)	Address of Principal Business Office See Item 2(c)
Item 2(c)	Citizenship Trigran Investments, Inc. 630 Dundee Road, Suite 230 Northbrook, IL 60062 Illinois corporation   Douglas Granat 630 Dundee Road, Suite 230 Northbrook, IL 60062 U.S. Citizen   Lawrence A. Oberman 630 Dundee Road, Suite 230 Northbrook, IL 60062 U.S. Citizen   Steven G. Simon 630 Dundee Road, Suite 230 Northbrook, IL 60062 U.S. Citizen   Bradley F. Simon 630 Dundee Road, Suite 230 Northbrook, Illinois 60062 U.S. Citizen   Steven R. Monieson 630 Dundee Road, Suite 230 Northbrook, Illinois 60062 U.S. Citizen
Item 2(d)	Title of Class of Securities: Common Stock, par value of $0.001 per share
Item 2(e)	CUSIP Number: 83570H108

 

Item 3	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
	(a)	¨	Broker or dealer registered under section 15 of the Exchange Act;
	(b)	¨	Bank as defined in section 3(a)(6) of the Exchange Act;

 

 

	(c)	¨	Insurance company as defined in section 3(a)(19) of the Exchange Act;
	(d)	¨	Investment company registered under section 8 of the Investment Company Act;
	(e)	x	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
	(f)	¨	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
	(g)	x	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
	(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
	(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act;
	(j)	¨	A non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J);
	(k)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J), please specify the type of institution:______________
If this statement is filed pursuant to Rule 13d-1(c), check this box. ¨

Item 4	Ownership:(3)
	(a)	Amount beneficially owned: Incorporated by reference to Item 9 of the cover page pertaining to each reporting person.
	(b)	Percent of class: Incorporated by reference to Item 11 of the cover page pertaining to each reporting person.
	(c)	Number of shares as to which such person has:
		(i)	Sole power to vote or to direct the vote: Incorporated by reference to Item 5 of the cover page pertaining to each reporting person.
		(ii)	Shared power to vote or to direct the vote: Incorporated by reference to Item 6 of the cover page pertaining to each reporting person.
		(iii)	Sole power to dispose or to direct the disposition of: Incorporated by reference to Item 7 of the cover page pertaining to each reporting person.
		(iv)	Shared power to dispose or to direct the disposition of: Incorporated by reference to Item 8 of the cover page pertaining to each reporting person.
(3)  Douglas Granat, Lawrence A. Oberman, Steven G. Simon, Bradley F. Simon, and Steven R. Monieson are the controlling shareholders and officers of Trigran Investments, Inc. and thus may be considered the beneficial owners of shares beneficially owned by Trigran Investments, Inc.

 

 

Item 5	Ownership of Five Percent or Less of a Class:
	Not Applicable.
Item 6	Ownership of More than Five Percent on Behalf of Another Person:
Owners of accounts managed by Trigran Investments, Inc. have or may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities held in their accounts.  No such account has such power with respect to more than five percent of the class of securities to which this Schedule 13G relates.
Item 7	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
	Not Applicable.
Item 8	Identification and Classification of Members of the Group:
	Not Applicable.
Item 9	Notice of Dissolution of Group:
	Not Applicable.
Item 10	Certification:
By sig ning below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned Reporting Persons certify that the information set forth in this statement is true, complete, and correct.

 

Date: February 9, 2024

 

TRIGRAN INVESTMENTS, INC.
By:	/s/ Lawrence A. Oberman
Name:	Lawrence A. Oberman
Title:	Executive Vice President
/s/ Douglas Granat
Douglas Granat
/s/ Lawrence A. Oberman
Lawrence A. Oberman
/s/ Steven G. Simon
Steven G. Simon
/s/ Bradley F. Simon
Bradley F. Simon
/s/ Steven R. Monieson
Steven R. Monieson

 

 

INDEX TO EXHIBITS

 

	PAGE
EXHIBIT 1: Agreement to Make a Joint Filing	1