SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

BERGHEIM OLAV

(Last)

(First)

(Middle)

C/O FJORD INVEST LLC

26051 MERIT CIRCLE, SUITE 102

(Street)

LAGUNA HILLS

92653

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/28/2021

3. Issuer Name and Ticker or Trading Symbol
Sonendo, Inc. [ SONX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	90,410	D
Common Stock	109,589	I	Held by Micro LLC⁽²⁾
Common Stock	13,698	I	Held by Fjord Ventures LLC⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	592,372	⁽¹⁾	I	Held by Fjordinvest LLC⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	159,170	⁽¹⁾	I	Held by Fjordinvest LLC⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	99,626	⁽¹⁾	I	Held by Fjordinvest LLC⁽⁴⁾
Series C-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	239,584	⁽¹⁾	I	Held by Fjordinvest LLC⁽⁴⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	393,473	⁽¹⁾	I	Held by Fjordinvest (Cayman) Ltd.⁽⁵⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	52,766	⁽¹⁾	I	Held by Fjord Ventures LLC⁽³⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	21,713	⁽¹⁾	I	Held by Micro LLC⁽²⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	592,002	⁽¹⁾	I	Held by Fjord Capital Partners I, L.P.⁽⁶⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	99,626	⁽¹⁾	I	Held by Fjord Capital Partners I, L.P.⁽⁶⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	286,673	⁽¹⁾	I	Held by Fjordinvest (Cayman) II Ltd.⁽⁷⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	24,906	⁽¹⁾	I	Held by IRA.⁽⁸⁾

Explanation of Responses:

1. Each share of the Issuer's preferred stock is convertible on a one-to-one basis into shares of the Issuer's common stock and has no expiration date. The preferred stock will automatically convert into common stock upon the closing of the Issuer's initial public offering.

2. Mr. Bergheim is the president of Micro LLC and exercises voting and dispositive power over the shares held by Micro LLC. Mr. Bergheim disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in such shares.

3. Mr. Bergheim is the president of Fjord Ventures LLC and exercises voting and dispositive power over the shares held by Fjord Ventures LLC. Mr. Bergheim disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in such shares.

4. Mr. Bergheim is the president of Micro LLC, the managing member of Fjordinvest LLC, and is the manager of Fjordinvest LLC. Mr. Bergheim exercises voting and dispositive power over the shares held by Fjordinvest LLC. Mr. Bergheim disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in such shares.

5. Mr. Bergheim is the chief executive officer of Fjordinvest (Cayman) Ltd. and exercises voting and dispositive power over the shares held by Fjordinvest (Cayman) Ltd. Mr. Bergheim disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in such shares.

6. Mr. Bergheim is the manager of Fjord Venture Partners I, LLC, the general partner of Fjord Capital Partners I, LP, and exercises voting and dispositive power over the shares held Fjord Capital Partners I, LP. Mr. Bergheim disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in such shares.

7. Mr. Bergheim is the chief executive officer of Fjordinvest (Cayman) II Ltd. and exercises voting and dispositive power over the shares held by Fjordinvest (Cayman) II Ltd. Mr. Bergheim disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in such shares.

8. Held by PENSCO Trust Company, Custodian, FBO Olav Bergheim.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Jacqueline Collins, Attorney-in-Fact for Olav Bergheim	10/28/2021
	** 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 5 (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).
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