Dylan Kelly - 28 Mar 2022 Form 4 Insider Report for Resonant Inc

Role: Chief Operating Officer
Signature: /s/ Martin S. McDermut, Attorney-In-Fact
Issuer symbol: N/A
Transactions as of: 28 Mar 2022
Net transactions value: -$3,046,302
Form type: 4
Filing time: 28 Mar 2022, 11:02:32 UTC
Previous filing: 19 Jan 2022
SEC: View on sec.gov

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	$783,886	-174,197	-100%	$4.50	0	28 Mar 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	$450,000	-100,000	-100%	$4.50	0	28 Mar 2022	Common Stock	100,000		Direct	F1, F2
transaction	RESN	Restricted Stock Units	Disposed to Issuer	$112,500	-25,000	-100%	$4.50	0	28 Mar 2022	Common Stock	25,000		Direct	F1, F3
transaction	RESN	Restricted Stock Units	Disposed to Issuer	$337,500	-75,000	-100%	$4.50	0	28 Mar 2022	Common Stock	75,000		Direct	F1, F4
transaction	RESN	Restricted Stock Units	Disposed to Issuer	$155,979	-34,662	-100%	$4.50	0	28 Mar 2022	Common Stock	34,662		Direct	F1, F5
transaction	RESN	Restricted Stock Units	Disposed to Issuer	$67,500	-15,000	-100%	$4.50	0	28 Mar 2022	Common Stock	15,000		Direct	F1, F6
transaction	RESN	Restricted Stock Units	Disposed to Issuer	$238,936	-53,097	-100%	$4.50	0	28 Mar 2022	Common Stock	53,097		Direct	F1, F7
transaction	RESN	Restricted Stock Units	Disposed to Issuer	$900,000	-200,000	-100%	$4.50	0	28 Mar 2022	Common Stock	200,000		Direct	F1, F8

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

Dylan Kelly 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 50,000 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. The cash settlement amount will be paid to the holder in accordance with the original terms (including forfeiture and settlement terms) applicable to such restricted stock units.
F3	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. The cash settlement amount will be paid to the holder in accordance with the original terms (including forfeiture and settlement terms) applicable to such restricted stock units.
F4	In connection with the Merger Agreement, these restricted stock units, which provided for vesting of 37,500 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. The cash settlement amount will be paid to the holder in accordance with the original terms (including forfeiture and settlement terms) applicable to such restricted stock units.
F5	In connection with the Merger Agreement, these restricted stock units, which provided for vesting of 11,554 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. The cash settlement amount will be paid to the holder in accordance with the original terms (including forfeiture and settlement terms) applicable to such restricted stock units.
F6	In connection with the Merger Agreement, these restricted stock units, which provided for vesting of 7,500 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. The cash settlement amount will be paid to the holder in accordance with the original terms (including forfeiture and settlement terms) applicable to such restricted stock units.
F7	In connection with the Merger Agreement, these restricted stock units, which provided for vesting of 13,275 shares on December 1, 2022 and in three further installments of 13,274 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. The cash settlement amount will be paid to the holder in accordance with the original terms (including forfeiture and settlement terms) applicable to such restricted stock units.
F8	In connection with the Merger Agreement, these restricted stock units, which provided for vesting upon certain performance-based parameters, were cancelled in the merger.