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