Alan B. Howe - Mar 28, 2022 Form 4 Insider Report for Resonant Inc (RESN)

Role: Director
Signature: /s/ Martin S. McDermut, Attorney-In- Fact
Stock symbol: RESN
Transactions as of: Mar 28, 2022
Transactions value $: -$570,074
Form type: 4
Date filed: 3/28/2022, 10:59 AM
Previous filing: Mar 14, 2022
Next filing: May 16, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RESN	Common Stock	Disposition pursuant to a tender of shares in a change of control transaction	-$311K	-69.2K	-100%	$4.50	0	Mar 28, 2022	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	RESN	Restricted Stock Units	Disposed to Issuer	-$113K	-25K	-100%	$4.50	0	Mar 28, 2022	Common Stock	25K		Direct	F1, F2
transaction	RESN	Restricted Stock Units	Disposed to Issuer	-$57.2K	-12.7K	-100%	$4.50	0	Mar 28, 2022	Common Stock	12.7K		Direct	F1, F3
transaction	RESN	Restricted Stock Units	Disposed to Issuer	-$89K	-19.8K	-100%	$4.50	0	Mar 28, 2022	Common Stock	19.8K		Direct	F1, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Alan B. Howe is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Each restricted stock unit represents a contingent right to receive one share of Resonant Inc. common stock.
F2	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 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.
F3	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.
F4	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.