General Atlantic, L.P. - Nov 2, 2021 Form 4 Insider Report for Sonendo, Inc. (SONX)

Role
Director, 10%+ Owner
Signature
/s/ J. Frank Brown
Stock symbol
SONX
Transactions as of
Nov 2, 2021
Transactions value $
$0
Form type
4
Date filed
11/2/2021, 04:37 PM
Previous filing
Oct 28, 2021
Next filing
Nov 15, 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SONX Common Stock, par value $0.001 per share ("Common Stock") Conversion of derivative security +3.27M 3.27M Nov 2, 2021 See footnote F1, F2, F3, F4

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 SONX Series E Preferred Stock Conversion of derivative security -3.27M -100% 0 Nov 2, 2021 Common Stock 3.27M See footnote F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents the automatic conversion of Series E Preferred Stock into Common Stock on a 1-for-1 basis upon the closing of the initial public offering of Sonendo, Inc.
F2 Reflects securities held directly by General Atlantic (SOI), L.P. ("GA SOI"), a Delaware limited partnership. Each of General Atlantic Partners 100, L.P., a Delaware limited partnership ("GAP 100"), General Atlantic Partners (Bermuda) EU, L.P., a Bermuda exempted limited partnership ("GAP Bermuda EU"), GAP Coinvestments III, LLC, a Delaware limited liability company ("GAPCO III"), GAP Coinvestments IV, LLC, a Delaware limited liability company ("GAPCO IV"), GAP Coinvestments V, LLC, a Delaware limited liability company ("GAPCO V"), and GAP Coinvestments CDA, L.P., a Delaware limited partnership ("GAPCO CDA", and together with GAP 100, GAP Bermuda EU, GAPCO III, GAPCO IV, and GAPCO V, the "GA Funds") share beneficial ownership of the shares of common stock held by GA SOI.
F3 The general partner of GA SOI is General Atlantic (SPV) GP, LLC, a Delaware limited liability company ("GA SPV"). The general partner of GAP 100 is ultimately controlled by General Atlantic, L.P. ("GA LP"), a Delaware limited partnership, which is controlled by the Management Committee (the "Management Committee") of GASC MGP, LLC, a Delaware limited liability company.
F4 The general partner of GAP Bermuda EU is ultimately controlled by GAP (Bermuda) L.P., a Bermuda exempted limited partnership ("GAP Bermuda"), which is also controlled by the Management Committee. GA LP is the managing member of GAPCO III, GAPCO IV and GAPCO V, the general partner of GAPCO CDA and is the sole member of GA SPV. There are nine members of the Management Committee. Each of the members of the Management Committee disclaims ownership of the shares except to the extent he has a pecuniary interest therein.

Remarks:

GA SOI, GA LP, GAP Bermuda, GA SPV and the GA Funds may be deemed to be members of a "group" for the purposes of the Securities Exchange Act of 1934. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the reporting person. This report shall not be deemed an admission that the reporting persons are a member of a group or the beneficial owner of any securities not directly owned by the reporting person. Each of the reporting persons is a director-by-deputization solely for purposes of Section 16 of the Exchange Act.