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RESN Resonant Inc

4.48
0.00 (0.00%)
23 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Resonant Inc NASDAQ:RESN NASDAQ Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 4.48 4.93 4.26 0 01:00:00

Statement of Changes in Beneficial Ownership (4)

28/03/2022 4:40pm

Edgar (US Regulatory)


FORM 4
[X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Holmes George B
2. Issuer Name and Ticker or Trading Symbol

Resonant Inc [ RESN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

C/O RESONANT INC. 10900 STONELAKE BLVD.,, SUITE 100, OFFICE 02-130
3. Date of Earliest Transaction (MM/DD/YYYY)

3/28/2022
(Street)

AUSTIN, TX 78759
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 3/28/2022  U  500436 D$4.50 0 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options (Right to Buy) $4.51 3/28/2022  D     5824   (1)8/7/2027 Common Stock 5824  (1)0 D  
Stock Options (Right to Buy) $4.62 3/28/2022  D     7663   (1)11/6/2027 Common Stock 7663  (1)0 D  
Restricted Stock Units  (2)3/28/2022  D     500000   (3)9/30/2022 Common Stock 500000 $4.50 0 D  
Restricted Stock Units  (2)3/28/2022  D     3205   (4) (4)Common Stock 3205 $4.50 0 D  
Restricted Stock Units  (2)3/28/2022  D     24013   (5) (5)Common Stock 24013 $4.50 0 D  
Restricted Stock Units  (2)3/28/2022  D     100000   (6) (6)Common Stock 100000 $4.50 0 D  
Restricted Stock Units  (2)3/28/2022  D     115830   (7) (7)Common Stock 115830 $4.50 0 D  
Restricted Stock Units  (2)3/28/2022  D     188053   (8) (8)Common Stock 188053 $4.50 0 D  

Explanation of Responses:
(1) In connection with the Agreement and Plan of Merger, dated February 14, 2022, by and among Murata Electronics North America, Inc., PJ Cosmos Acquisition Company, Inc. and Resonant Inc. (the "Merger Agreement"), this stock option, which is fully vested, was cancelled in the merger.
(2) Each restricted stock unit represents a contingent right to receive one share of Resonant Inc. common stock.
(3) In connection with the Merger Agreement, these restricted stock units, which provided for vesting upon certain performance-based parameters, were cancelled in the merger.
(4) In connection with the Merger Agreement, these restricted stock units, which provided for vesting of 3,205 shares on December 1, 2022, were assumed and converted into a right of the holder to receive upon settlement an amount in cash equal to the per share merger consideration of $4.50 multiplied by the number of shares of common stock subject to such restricted stock units immediately prior to the merger. Upon the termination of the holder's employment with Resonant Inc. immediately following consummation of the merger, these assumed restricted stock units became fully vested and will be settled in cash.
(5) In connection with the Merger Agreement, these restricted stock units, which provided for vesting of 24,013 shares on December 1, 2022, were assumed and converted into a right of the holder to receive upon settlement an amount in cash equal to the per share merger consideration of $4.50 multiplied by the number of shares of common stock subject to such restricted stock units immediately prior to the merger. Upon the termination of the holder's employment with Resonant Inc. immediately following consummation of the merger, these assumed restricted stock units became fully vested and will be settled in cash.
(6) In connection with the Merger Agreement, these restricted stock units, which provided for vesting of 50,000 shares on each of December 1, 2022 and December 1, 2023, were assumed and converted into a right of the holder to receive upon settlement an amount in cash equal to the per share merger consideration of $4.50 multiplied by the number of shares of common stock subject to such restricted stock units immediately prior to the merger. Upon the termination of the holder's employment with Resonant Inc. immediately following consummation of the merger, these assumed restricted stock units became fully vested and will be settled in cash.
(7) In connection with the Merger Agreement, these restricted stock units, which provided for vesting of 38,610 shares on each of December 1, 2022, December 1, 2023 and December 1, 2024, were assumed and converted into a right of the holder to receive upon settlement an amount in cash equal to the per share merger consideration of $4.50 multiplied by the number of shares of common stock subject to such restricted stock units immediately prior to the merger. Upon the termination of the holder's employment with Resonant Inc. immediately following consummation of the merger, these assumed restricted stock units became fully vested and will be settled in cash.
(8) In connection with the Merger Agreement, these restricted stock units, which provided for vesting of 47,014 shares on December 1, 2022, and an additional 47,013 shares on each of December 1, 2023, December 1, 2024 and December 1, 2025, were assumed and converted into a right of the holder to receive upon settlement an amount in cash equal to the per share merger consideration of $4.50 multiplied by the number of shares of common stock subject to such restricted stock units immediately prior to the merger. Upon the termination of the holder's employment with Resonant Inc. immediately following consummation of the merger, these assumed restricted stock units became fully vested and will be settled in cash.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Holmes George B
C/O RESONANT INC. 10900 STONELAKE BLVD.,
SUITE 100, OFFICE 02-130
AUSTIN, TX 78759
X
Chief Executive Officer

Signatures
/s/Martin S. McDermut, Attorney-In-Fact_3/28/2022
**Signature of Reporting PersonDate


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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