Resonant Form 4 / Lisa G Wolf ownership change

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

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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^*

Wolf Lisa G

(Last)

(First)

(Middle)

C/O RESONANT INC.10900 STONELAKE BLVD.,

SUITE 100, OFFICE 02-130

(Street)

AUSTIN

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Accounting 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/28/2022		U		170,568	D	$4.5	0	D
Common Stock	03/28/2022		U		40	D	$4.5	0	I	By Ms. Wolf's daughter

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to Buy)	$7.2	03/28/2022		D			5,000	⁽¹⁾	06/30/2024	Common Stock	5,000	⁽¹⁾	0	D
Stock Options (Right to Buy)	$5.07	03/28/2022		D			25,000	⁽¹⁾	08/08/2026	Common Stock	25,000	⁽¹⁾	0	D
Stock Options (Right to Buy)	$4.36	03/28/2022		D			15,319	⁽²⁾	02/02/2027	Common Stock	15,319	⁽²⁾	0	D
Stock Options (Right to Buy)	$4.51	03/28/2022		D			6,688	⁽¹⁾	08/07/2027	Common Stock	6,688	⁽¹⁾	0	D
Stock Options (Right to Buy)	$4.62	03/28/2022		D			4,808	⁽¹⁾	11/06/2027	Common Stock	4,808	⁽¹⁾	0	D
Restricted Stock Units	⁽³⁾	03/28/2022		D			6,931	⁽⁴⁾	⁽⁴⁾	Common Stock	6,931	$4.5	0	D
Restricted Stock Units	⁽³⁾	03/28/2022		D			20,787	⁽⁵⁾	⁽⁵⁾	Common Stock	20,787	$4.5	0	D
Restricted Stock Units	⁽³⁾	03/28/2022		D			29,577	⁽⁶⁾	⁽⁶⁾	Common Stock	29,577	$4.5	0	D
Restricted Stock Units	⁽³⁾	03/28/2022		D			25,000	⁽⁷⁾	⁽⁷⁾	Common Stock	25,000	$4.5	0	D
Restricted Stock Units	⁽³⁾	03/28/2022		D			53,244	⁽⁸⁾	⁽⁸⁾	Common Stock	53,244	$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. In connection with the Merger Agreement, this stock option, which is fully vested, was assumed and converted into a right of the holder to receive, no later than the first payroll date that occurs at least five business days after the closing of the merger, an amount in cash equal to the excess of the per share merger consideration of $4.50 over the exercise price per share of the common stock subject to the stock option multiplied by the total number of shares of common stock subject to such stock option immediately prior to the merger.

3. Each restricted stock unit represents a contingent right to receive one share of Resonant Inc. common stock.

4. In connection with the Merger Agreement, 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.

5. In connection with the Merger Agreement, these restricted stock units, which provided for vesting of 10,394 shares on December 1, 2022 and 10,393 shares on 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.

6. In connection with the Merger Agreement, these restricted stock units, which provided for vesting of 9,859 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.

7. In connection with the Merger Agreement, these restricted stock units, which provided for vesting of 12,500 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.

8. In connection with the Merger Agreement, these restricted stock units, which provided for vesting of 13,111 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, 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.
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Resonant (RESN) Form 4Resonant / Lisa G Wolf ownership change