Statement of Changes in Beneficial Ownership (4)
December 05 2022 - 5:47PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Kirkpatrick Andrew J |
2. Issuer Name and Ticker or Trading Symbol
Sonendo, Inc.
[
SONX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Operating Officer |
(Last)
(First)
(Middle)
C/O SONENDO, INC., 26061 MERIT CIRCLE, SUITE 102 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/2/2022 |
(Street)
LAGUNA HILLS, CA 92653
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Option | $12.00 | 12/2/2022 | | D (1) | | | 56431.00 | (2) | 10/27/2031 | Common Stock | 56431.00 | $0.00 | 0.00 | D | |
Stock Option | $2.34 | 12/2/2022 | | A (1) | | 56431.00 | | (2) | 10/27/2031 | Common Stock | 56431.00 | $0.00 | 56431.00 | D | |
Stock Option | $7.01 | 12/2/2022 | | D (1) | | | 206081.00 | (3) | 3/16/2030 | Common Stock | 206081.00 | $0.00 | 0.00 | D | |
Stock Option | $2.34 | 12/2/2022 | | A (1) | | 206081.00 | | (3) | 3/16/2030 | Common Stock | 206081.00 | $0.00 | 206081.00 | D | |
Explanation of Responses: |
(1) | The transactions reported herein involved the repricing of the reporting person's outstanding options, resulting in the cancellation of the "old" options and the grant of replacement options. There were no changes to the number of shares, the vesting schedule or the expiration date of the repriced stock options. |
(2) | The option was originally granted on October 28, 2021 and vests in 16 equal quarterly installments beginning on October 28, 2021, subject to the reporting person's continued provision of service to the issuer on each vesting date. |
(3) | The option was originally granted on March 17, 2020 and vested as to 25% of the underlying shares of Common Stock on January 8, 2021 and with respect to the remaining shares in 36 equal monthly installments thereafter, subject to the reporting person's continued provision of service to the issuer on each vesting date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Kirkpatrick Andrew J C/O SONENDO, INC. 26061 MERIT CIRCLE, SUITE 102 LAGUNA HILLS, CA 92653 |
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| Chief Operating Officer |
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Signatures
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/s/ Andrew J. Kirkpatrick | | 12/5/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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