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    SEC Form 4: Holmes George B closing all direct ownership in the company

    3/28/22 11:39:37 AM ET
    $RESN
    Semiconductors
    Technology
    Get the next $RESN alert in real time by email
    SEC FORM 4 SEC Form 4
    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
    OMB APPROVAL
    OMB Number: 3235-0287
    Estimated average burden
    hours per response: 0.5
    X
    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*
    Holmes George B

    (Last) (First) (Middle)
    C/O RESONANT INC. 10900 STONELAKE BLVD.,
    SUITE 100, OFFICE 02-130

    (Street)
    AUSTIN TX 78759

    (City) (State) (Zip)
    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
    3. Date of Earliest Transaction (Month/Day/Year)
    03/28/2022
    4. 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 Acquired, Disposed of, or Beneficially Owned
    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 500,436 D $4.5 0 D
    Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
    (e.g., puts, calls, warrants, options, convertible securities)
    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) $4.51 03/28/2022 D 5,824 (1) 08/07/2027 Common Stock 5,824 (1) 0 D
    Stock Options (Right to Buy) $4.62 03/28/2022 D 7,663 (1) 11/06/2027 Common Stock 7,663 (1) 0 D
    Restricted Stock Units (2) 03/28/2022 D 500,000 (3) 09/30/2022 Common Stock 500,000 $4.5 0 D
    Restricted Stock Units (2) 03/28/2022 D 3,205 (4) (4) Common Stock 3,205 $4.5 0 D
    Restricted Stock Units (2) 03/28/2022 D 24,013 (5) (5) Common Stock 24,013 $4.5 0 D
    Restricted Stock Units (2) 03/28/2022 D 100,000 (6) (6) Common Stock 100,000 $4.5 0 D
    Restricted Stock Units (2) 03/28/2022 D 115,830 (7) (7) Common Stock 115,830 $4.5 0 D
    Restricted Stock Units (2) 03/28/2022 D 188,053 (8) (8) Common Stock 188,053 $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 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.
    /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.
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