0000899243-21-041975.txt : 20211028 0000899243-21-041975.hdr.sgml : 20211028 20211028203430 ACCESSION NUMBER: 0000899243-21-041975 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20211028 FILED AS OF DATE: 20211028 DATE AS OF CHANGE: 20211028 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MADERA PAUL S CENTRAL INDEX KEY: 0001255151 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40988 FILM NUMBER: 211360149 MAIL ADDRESS: STREET 1: 245 LYTTON AVENUE STREET 2: SUITE 350 CITY: PALO ALTO STATE: CA ZIP: 94301 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Sonendo, Inc. CENTRAL INDEX KEY: 0001407973 STANDARD INDUSTRIAL CLASSIFICATION: DENTAL EQUIPMENT & SUPPLIES [3843] IRS NUMBER: 205041718 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 26061 MERIT CIRCLE STREET 2: SUITE 101 CITY: Laguna Hills STATE: CA ZIP: 92653 BUSINESS PHONE: (949) 766-3636 MAIL ADDRESS: STREET 1: 26061 MERIT CIRCLE STREET 2: SUITE 101 CITY: Laguna Hills STATE: CA ZIP: 92653 FORMER COMPANY: FORMER CONFORMED NAME: Dentatek CORP DATE OF NAME CHANGE: 20070726 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-10-28 0 0001407973 Sonendo, Inc. SONX 0001255151 MADERA PAUL S 245 LYTTON AVE, SUITE 125 PALO ALTO CA 94301 1 0 0 0 Series D Preferred Stock Common Stock 1157456 I Held by Meritech Capital Partners IV L.P. Series E Preferred Stock Common Stock 276119 I Held by Meritech Capital Partners IV L.P. Series D Preferred Stock Common Stock 28583 I Held by Meritech Capital Affiliates IV L.P. Series E Preferred Stock Common Stock 6819 I Held by Meritech Capital Affiliates IV L.P. 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. Meritech Capital Associates IV L.L.C. ("GP IV"), the general partner of Meritech Capital Partners IV L.P. ("MCP IV"), has sole voting and dispositive power with respect to the shares held by MCP IV. Mr. Madera is a managing member of GP IV and shares voting and dispositive power with respect to the shares held by MCP IV. Mr. Madera disclaims the existence of a "group" and disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest in such shares. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, Mr. Madera is the beneficial owner of any securities reported herein. GP IV, the general partner of Meritech Capital Affiliates IV L.P. ("MCA IV"), has sole voting and dispositive power with respect to the shares held by MCA IV. Mr. Madera is a managing member of GP IV and shares voting and dispositive power with respect to the shares held by MCA IV. Mr. Madera disclaims the existence of a "group" and disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest in such shares. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, Mr. Madera is the beneficial owner of any securities reported herein. Exhibit 24 - Power of Attorney. /s/ Jacqueline Collins, Attorney-in-Fact for Paul S. Madera 2021-10-28 EX-24 2 attachment1.htm EX-24 DOCUMENT

                                                                      EXHIBIT 24

                               POWER OF ATTORNEY

     With respect to holdings of and transactions in securities issued by
Sonendo, Inc. (the "Company"), the undersigned hereby constitutes and appoints
the individual or individuals named on Schedule A attached hereto and as may be
amended from time to time, or any of them signing singly, with full power of
substitution and resubstitution, to act as the undersigned's true and lawful
attorney- in-fact to:

     1.  prepare, execute in the undersigned's name and on the undersigned's
         behalf, and submit to the United States Securities and Exchange
         Commission (the "SEC") a Form ID, including amendments thereto, and any
         other documents necessary or appropriate to obtain and/or regenerate
         codes and passwords enabling the undersigned to make electronic filings
         with the SEC of reports required by Section 16(a) of the Securities
         Exchange Act of 1934, as amended, or any rule or regulation of the SEC;

     2.  execute for and on behalf of the undersigned, Forms 3, 4, and 5 in
         accordance with Section 16 of the Securities Exchange Act of 1934, as
         amended, and the rules thereunder;

     3.  do and perform any and all acts for and on behalf of the undersigned
         which may be necessary or desirable to complete and execute any such
         Form 3, 4, or 5, complete and execute any amendment or amendments
         thereto, and timely file such form with the SEC and any stock exchange
         or similar authority; and

     4.  take any other action of any type whatsoever in connection with the
         foregoing which, in the opinion of such attorney-in-fact, may be of
         benefit to, in the best interest of, or legally required by, the
         undersigned, it being understood that the documents executed by such
         attorney-in-fact on behalf of the undersigned pursuant to this Power of
         Attorney shall be in such form and shall contain such terms and
         conditions as such attorney-in-fact may approve in such attorney-in-
         fact's discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution and
resubstitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted.

     The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934, as amended.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of July 13, 2021.


                          Signature:   /s/ Paul S. Madera
                                       ---------------------------
                          Print Name:  Paul S. Madera


                                  Schedule A

     Individual Appointed as Attorney-in-Fact with Full Power of Substitution
and Resubstitution

1.  Bjarne Bergheim
2.  Andrew Kirkpatrick
3.  Michael Watts
4.  Jacqueline Collins