Lisa G. Wolf - Mar 28, 2022 Form 4 Insider Report for Resonant Inc (RESN)

Role: Chief Accounting Officer
Signature: /s/ Martin S. McDermut, Attorney-In-Fact
Stock symbol: RESN
Transactions as of: Mar 28, 2022
Transactions value $: -$1,377,662
Form type: 4
Date filed: 3/28/2022, 11:11 AM
Previous filing: Jan 19, 2022
Next filing: Oct 3, 2024

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	-$768K	-171K	-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	-$180	-40	-100%	$4.50	0	Mar 28, 2022	By Ms. Wolf's daughter

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		-5K	-100%		0	Mar 28, 2022	Common Stock	5K	$7.20	Direct	F1
transaction	RESN	Stock Options (Right to Buy)	Disposed to Issuer		-25K	-100%		0	Mar 28, 2022	Common Stock	25K	$5.07	Direct	F1
transaction	RESN	Stock Options (Right to Buy)	Disposed to Issuer		-15.3K	-100%		0	Mar 28, 2022	Common Stock	15.3K	$4.36	Direct	F2
transaction	RESN	Stock Options (Right to Buy)	Disposed to Issuer		-6.69K	-100%		0	Mar 28, 2022	Common Stock	6.69K	$4.51	Direct	F1
transaction	RESN	Stock Options (Right to Buy)	Disposed to Issuer		-4.81K	-100%		0	Mar 28, 2022	Common Stock	4.81K	$4.62	Direct	F1
transaction	RESN	Restricted Stock Units	Disposed to Issuer	-$31.2K	-6.93K	-100%	$4.50	0	Mar 28, 2022	Common Stock	6.93K		Direct	F3, F4
transaction	RESN	Restricted Stock Units	Disposed to Issuer	-$93.5K	-20.8K	-100%	$4.50	0	Mar 28, 2022	Common Stock	20.8K		Direct	F3, F5
transaction	RESN	Restricted Stock Units	Disposed to Issuer	-$133K	-29.6K	-100%	$4.50	0	Mar 28, 2022	Common Stock	29.6K		Direct	F3, F6
transaction	RESN	Restricted Stock Units	Disposed to Issuer	-$113K	-25K	-100%	$4.50	0	Mar 28, 2022	Common Stock	25K		Direct	F3, F7
transaction	RESN	Restricted Stock Units	Disposed to Issuer	-$240K	-53.2K	-100%	$4.50	0	Mar 28, 2022	Common Stock	53.2K		Direct	F3, F8

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

Lisa G. Wolf 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 cancelled in the merger.
F2	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.
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 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.
F5	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.
F6	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.
F7	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.
F8	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.