| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Resonant Inc [ RESN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/28/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | 03/28/2022 | U | 584,730 | D | $4.5 | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 Options (Right to Buy) | $1.95 | 03/28/2022 | D | 30,000 | (1) | 02/25/2026 | Common Stock | 30,000 | (1) | 0 | D | ||||
| Stock Option (Right to Buy) | $4.36 | 03/28/2022 | D | 25,146 | (1) | 02/02/2027 | Common Stock | 25,146 | (1) | 0 | D | ||||
| Stock Option (Right to Buy) | $4.51 | 03/28/2022 | D | 5,133 | (2) | 08/07/2027 | Common Stock | 5,133 | (2) | 0 | D | ||||
| Stock Option (Right to Buy) | $4.62 | 03/28/2022 | D | 4,752 | (2) | 11/06/2027 | Common Stock | 4,752 | (2) | 0 | D | ||||
| Restricted Stock Units | (3) | 03/28/2022 | D | 6,057 | (4) | (4) | Common Stock | 6,057 | $4.5 | 0 | D | ||||
| Restricted Stock Units | (3) | 03/28/2022 | D | 18,860 | (5) | (5) | Common Stock | 18,860 | $4.5 | 0 | D | ||||
| Restricted Stock Units | (3) | 03/28/2022 | D | 31,914 | (6) | (6) | Common Stock | 31,914 | $4.5 | 0 | D | ||||
| Restricted Stock Units | (3) | 03/28/2022 | D | 12,500 | (7) | (7) | Common Stock | 12,500 | $4.5 | 0 | D | ||||
| Restricted Stock Units | (3) | 03/28/2022 | D | 50,036 | (8) | (8) | Common Stock | 50,036 | $4.5 | 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 assumed and converted into a right of the holder to receive, no later than the first payroll date that occurs at least five business days after the closing of the merger, an amount in cash equal to the excess of the per share merger consideration of $4.50 over the exercise price per share of the common stock subject to the stock option multiplied by the total number of shares of common stock subject to such stock option immediately prior to the merger. |
| 2. In connection with the Merger Agreement, this stock option, which is fully vested, was cancelled in the merger. |
| 3. Each restricted stock unit represents a contingent right to receive one share of Resonant Inc. common stock. |
| 4. In connection with the Merger Agreement, these restricted stock units, which provide for vesting 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. The cash settlement amount will be paid to the holder in accordance with the original terms (including forfeiture and settlement terms) applicable to such restricted stock units. |
| 5. In connection with the Merger Agreement, these restricted stock units, which provide for vesting of 9,430 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. The cash settlement amount will be paid to the holder in accordance with the original terms (including forfeiture and settlement terms) applicable to such restricted stock units. |
| 6. In connection with the Merger Agreement, these restricted stock units, which provide for vesting of 10,638 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. The cash settlement amount will be paid to the holder in accordance with the original terms (including forfeiture and settlement terms) applicable to such restricted stock units. |
| 7. In connection with the Merger Agreement, these restricted stock units, which provide for vesting of 6,250 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. The cash settlement amount will be paid to the holder in accordance with the original terms (including forfeiture and settlement terms) applicable to such restricted stock units. |
| 8. In connection with the Merger Agreement, these restricted stock units, which provide for vesting of 12,509 shares on each of December 1, 2022, 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. The cash settlement amount will be paid to the holder in accordance with the original terms (including forfeiture and settlement terms) applicable to such restricted stock units. |
| /s/ Martin S. McDermut, Attorney-In-Fact | 03/28/2022 | |
| ** 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 Number. | ||