0001104659-22-038525.txt : 20220328 0001104659-22-038525.hdr.sgml : 20220328 20220328111207 ACCESSION NUMBER: 0001104659-22-038525 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: Fox Michael J CENTRAL INDEX KEY: 0001589232 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36467 FILM NUMBER: 22774042 MAIL ADDRESS: STREET 1: C/O PARK CITY CAPITAL, LLC STREET 2: 100 CRESCENT COURT SUITE 700 CITY: DALLAS STATE: TX ZIP: 75201 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 tm2210529-10_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-03-28 1 0001579910 Resonant Inc RESN 0001589232 Fox Michael J 100 CRESCENT COURT, SUITE 700 DALLAS TX 75201 1 0 0 0 Common Stock 2022-03-28 4 U 0 121168 4.50 D 0 D Common Stock 2022-03-28 4 U 0 2000000 4.50 D 0 I By Park City Capital Offshore Master, Ltd. Restricted Stock Units 2022-03-28 4 D 0 65000 4.50 D Common Stock 65000 0 D Restricted Stock Units 2022-03-28 4 D 0 16949 4.50 D Common Stock 16949 0 D Restricted Stock Units 2022-03-28 4 D 0 26385 4.50 D Common Stock 26385 0 D Each restricted stock unit represents a contingent right to receive one share of Resonant Inc. common stock. 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"), these restricted stock units, which provided for vesting of 50% of the shares on each of May 10, 2022 and May 10, 2023, were assumed and converted in the merger 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 resignation of the holder as a director of 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 the shares on the earlier of (i) the day prior to the second annual meeting of stockholders following the grant and (ii) June 9, 2022, were assumed and converted in the merger 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 resignation of the holder as a director of 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 50% of the shares on the earlier of (i) the day prior to the first annual meeting of stockholders following the grant and (ii) June 8, 2022, and 50% of the shares on the earlier of (i) the day prior to the second annual meeting of stockholders following the grant and (ii) June 8, 2023, were assumed and converted in the merger 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 resignation of the holder as a director of 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 2022-03-28