0001104659-22-038524.txt : 20220328
0001104659-22-038524.hdr.sgml : 20220328
20220328111129
ACCESSION NUMBER: 0001104659-22-038524
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220328
FILED AS OF DATE: 20220328
DATE AS OF CHANGE: 20220328
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MCDERMUT MARTIN S
CENTRAL INDEX KEY: 0001114333
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36467
FILM NUMBER: 22774040
MAIL ADDRESS:
STREET 1: C/O RESONANT INC. 10900 STONELAKE BLVD.
STREET 2: SUITE 100, OFFICE 02-130
CITY: AUSTIN
STATE: TX
ZIP: 78759
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Resonant Inc
CENTRAL INDEX KEY: 0001579910
STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674]
IRS NUMBER: 454320930
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 10900 STONELAKE BLVD
STREET 2: SUITE 100, OFFICE 02-130
CITY: AUSTIN
STATE: TX
ZIP: 78759
BUSINESS PHONE: (805) 308-9803
MAIL ADDRESS:
STREET 1: 10900 STONELAKE BLVD
STREET 2: SUITE 100, OFFICE 02-130
CITY: AUSTIN
STATE: TX
ZIP: 78759
4
1
tm2210529-9_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2022-03-28
1
0001579910
Resonant Inc
RESN
0001114333
MCDERMUT MARTIN S
C/O RESONANT INC. 10900 STONELAKE BLVD.,
SUITE 100, OFFICE 02-130
AUSTIN
TX
78759
0
1
0
0
Chief Financial Officer
Common Stock
2022-03-28
4
U
0
268425
4.50
D
0
D
Common Stock
2022-03-28
4
U
0
3400
4.50
D
0
I
By Mr. McDermut's Spouse
Stock Options (Right to Buy)
6.00
2022-03-28
4
D
0
12000
D
2024-05-28
Common Stock
12000
0
D
Restricted Stock Units
2022-03-28
4
D
0
1918
4.50
D
Common Stock
1918
0
D
Restricted Stock Units
2022-03-28
4
D
0
29544
4.50
D
Common Stock
29544
0
D
Restricted Stock Units
2022-03-28
4
D
0
35499
4.50
D
Common Stock
35499
0
D
Restricted Stock Units
2022-03-28
4
D
0
15000
4.50
D
Common Stock
15000
0
D
Restricted Stock Units
2022-03-28
4
D
0
61272
4.50
D
Common Stock
61272
0
D
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.
Each restricted stock unit represents a contingent right to receive one share of Resonant Inc. common stock.
In connection with the Merger, these restricted stock units, which provided 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. 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.
In connection with the Merger Agreement, these restricted stock units, which provided for vesting of 14,772 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.
In connection with the Merger Agreement, these restricted stock units, which provided for vesting of 11,833 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.
In connection with the Merger Agreement, these restricted stock units, which provided for vesting of 7,500 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.
In connection with the Merger Agreement, these restricted stock units, which provided for vesting of 15,318 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. 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
2022-03-28