Neal Fenzi - Mar 28, 2022 Form 4 Insider Report for Resonant Inc (RESN)

Role: Chief Technology Officer
Signature: /s/ Martin S. McDermut, Attorney-In-Fact
Stock symbol: RESN
Transactions as of: Mar 28, 2022
Transactions value $: -$3,168,437
Form type: 4
Date filed: 3/28/2022, 11:10 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	-$2.63M	-585K	-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	Stock Options (Right to Buy)	Disposed to Issuer		-30K	-100%		0	Mar 28, 2022	Common Stock	30K	$1.95	Direct	F1
transaction	RESN	Stock Option (Right to Buy)	Disposed to Issuer		-25.1K	-100%		0	Mar 28, 2022	Common Stock	25.1K	$4.36	Direct	F1
transaction	RESN	Stock Option (Right to Buy)	Disposed to Issuer		-5.13K	-100%		0	Mar 28, 2022	Common Stock	5.13K	$4.51	Direct	F2
transaction	RESN	Stock Option (Right to Buy)	Disposed to Issuer		-4.75K	-100%		0	Mar 28, 2022	Common Stock	4.75K	$4.62	Direct	F2
transaction	RESN	Restricted Stock Units	Disposed to Issuer	-$27.3K	-6.06K	-100%	$4.50	0	Mar 28, 2022	Common Stock	6.06K		Direct	F3, F4
transaction	RESN	Restricted Stock Units	Disposed to Issuer	-$84.9K	-18.9K	-100%	$4.50	0	Mar 28, 2022	Common Stock	18.9K		Direct	F3, F5
transaction	RESN	Restricted Stock Units	Disposed to Issuer	-$144K	-31.9K	-100%	$4.50	0	Mar 28, 2022	Common Stock	31.9K		Direct	F3, F6
transaction	RESN	Restricted Stock Units	Disposed to Issuer	-$56.3K	-12.5K	-100%	$4.50	0	Mar 28, 2022	Common Stock	12.5K		Direct	F3, F7
transaction	RESN	Restricted Stock Units	Disposed to Issuer	-$225K	-50K	-100%	$4.50	0	Mar 28, 2022	Common Stock	50K		Direct	F3, F8

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

Neal Fenzi is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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 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.
F2	In connection with the Merger Agreement, this stock option, which is fully vested, was cancelled in the merger.
F3	Each restricted stock unit represents a contingent right to receive one share of Resonant Inc. common stock.
F4	In connection with the Merger Agreement, these restricted stock units, which provide 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. 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 provide for vesting of 9,430 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.
F6	In connection with the Merger Agreement, these restricted stock units, which provide for vesting of 10,638 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.
F7	In connection with the Merger Agreement, these restricted stock units, which provide for vesting of 6,250 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.
F8	In connection with the Merger Agreement, these restricted stock units, which provide for vesting of 12,509 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. 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.