Clint Brown - Mar 28, 2022 Form 4 Insider Report for Resonant Inc (RESN)

Signature
/s/ Martin S. McDermut, Attorney-In-Fact
Stock symbol
RESN
Transactions as of
Mar 28, 2022
Transactions value $
-$1,380,483
Form type
4
Date filed
3/28/2022, 11:01 AM
Previous filing
Jan 19, 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 -$253K -56.3K -100% $4.50 0 Mar 28, 2022 Direct
transaction RESN Common Stock Disposition pursuant to a tender of shares in a change of control transaction -$281K -62.5K -100% $4.50 0 Mar 28, 2022 By Trust

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 -$253K -56.3K -100% $4.50 0 Mar 28, 2022 Common Stock 56.3K Direct F1, F2
transaction RESN Restricted Stock Units Disposed to Issuer -$422K -93.8K -100% $4.50 0 Mar 28, 2022 Common Stock 93.8K Direct F1, F3
transaction RESN Restricted Stock Units Disposed to Issuer -$84.4K -18.8K -100% $4.50 0 Mar 28, 2022 Common Stock 18.8K Direct F1, F4
transaction RESN Restricted Stock Units Disposed to Issuer -$86.7K -19.3K -100% $4.50 0 Mar 28, 2022 Common Stock 19.3K Direct F1, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Clint Brown 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 18,750 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.
F3 In connection with the Merger Agreement these restricted stock units, which provided for vesting of 31,250 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.
F4 In connection with the Merger Agreement, these restricted stock units, which provided for vesting of 6,250 shares each of April 1, 2022, July 1, 2022, and September 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.
F5 In connection with the Merger Agreement, these restricted stock units, which provided for vesting of 4,820 shares on December 1, 2022, and in 3 further installments of 4,818 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.