0001104659-22-038533.txt : 20220328
0001104659-22-038533.hdr.sgml : 20220328
20220328113937
ACCESSION NUMBER: 0001104659-22-038533
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: Holmes George B
CENTRAL INDEX KEY: 0001603582
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36467
FILM NUMBER: 22774137
MAIL ADDRESS:
STREET 1: C/O RESONANT INC.
STREET 2: 10900 STONELAKE BLVD., SUITE 100, OFFICE
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
tm2210529-4_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2022-03-28
1
0001579910
Resonant Inc
RESN
0001603582
Holmes George B
C/O RESONANT INC. 10900 STONELAKE BLVD.,
SUITE 100, OFFICE 02-130
AUSTIN
TX
78759
1
1
0
0
Chief Executive Officer
Common Stock
2022-03-28
4
U
0
500436
4.50
D
0
D
Stock Options (Right to Buy)
4.51
2022-03-28
4
D
0
5824
D
2027-08-07
Common Stock
5824
0
D
Stock Options (Right to Buy)
4.62
2022-03-28
4
D
0
7663
D
2027-11-06
Common Stock
7663
0
D
Restricted Stock Units
2022-03-28
4
D
0
500000
4.50
D
2022-09-30
Common Stock
500000
0
D
Restricted Stock Units
2022-03-28
4
D
0
3205
4.50
D
Common Stock
3205
0
D
Restricted Stock Units
2022-03-28
4
D
0
24013
4.50
D
Common Stock
24013
0
D
Restricted Stock Units
2022-03-28
4
D
0
100000
4.50
D
Common Stock
100000
0
D
Restricted Stock Units
2022-03-28
4
D
0
115830
4.50
D
Common Stock
115830
0
D
Restricted Stock Units
2022-03-28
4
D
0
188053
4.50
D
Common Stock
188053
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 Agreement, these restricted stock units, which provided for vesting upon certain performance-based parameters, were cancelled in the merger.
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.
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.
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.
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.
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_
2022-03-28