Martin S. McDermut - 28 Mar 2022 Form 4 Insider Report for Resonant Inc

Signature
/s/Martin S. McDermut
Issuer symbol
N/A
Transactions as of
28 Mar 2022
Net transactions value
-$1,867,761
Form type
4
Filing time
28 Mar 2022, 11:11:29 UTC
Previous filing
19 Jan 2022
Next filing
02 Dec 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 $1,207,912 -268,425 -100% $4.50 0 28 Mar 2022 Direct
transaction RESN Common Stock Disposition pursuant to a tender of shares in a change of control transaction $15,300 -3,400 -100% $4.50 0 28 Mar 2022 By Mr. McDermut's Spouse

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 -12,000 -100% 0 28 Mar 2022 Common Stock 12,000 $6.00 Direct F1
transaction RESN Restricted Stock Units Disposed to Issuer $8,631 -1,918 -100% $4.50 0 28 Mar 2022 Common Stock 1,918 Direct F2, F3
transaction RESN Restricted Stock Units Disposed to Issuer $132,948 -29,544 -100% $4.50 0 28 Mar 2022 Common Stock 29,544 Direct F2, F4
transaction RESN Restricted Stock Units Disposed to Issuer $159,746 -35,499 -100% $4.50 0 28 Mar 2022 Common Stock 35,499 Direct F2, 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 F2, F6
transaction RESN Restricted Stock Units Disposed to Issuer $275,724 -61,272 -100% $4.50 0 28 Mar 2022 Common Stock 61,272 Direct F2, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Martin S. McDermut 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 Each restricted stock unit represents a contingent right to receive one share of Resonant Inc. common stock.
F3 In connection with the Merger, 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.
F4 In connection with the Merger Agreement, these restricted stock units, which provided for vesting of 14,772 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.
F5 In connection with the Merger Agreement, these restricted stock units, which provided for vesting of 11,833 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.
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. 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 15,318 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.