George Holmes - Mar 28, 2022 Form 4 Insider Report for Resonant Inc (RESN)

Role: Chief Executive Officer, Director
Signature: /s/Martin S. McDermut, Attorney-In-Fact_
Stock symbol: RESN
Transactions as of: Mar 28, 2022
Transactions value $: -$6,441,917
Form type: 4
Date filed: 3/28/2022, 11:39 AM
Previous filing: Jan 19, 2022
Next filing: Dec 2, 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	-$2.25M	-500K	-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		-5.82K	-100%		0	Mar 28, 2022	Common Stock	5.82K	$4.51	Direct	F1
transaction	RESN	Stock Options (Right to Buy)	Disposed to Issuer		-7.66K	-100%		0	Mar 28, 2022	Common Stock	7.66K	$4.62	Direct	F1
transaction	RESN	Restricted Stock Units	Disposed to Issuer	-$2.25M	-500K	-100%	$4.50	0	Mar 28, 2022	Common Stock	500K		Direct	F2, F3
transaction	RESN	Restricted Stock Units	Disposed to Issuer	-$14.4K	-3.21K	-100%	$4.50	0	Mar 28, 2022	Common Stock	3.21K		Direct	F2, F4
transaction	RESN	Restricted Stock Units	Disposed to Issuer	-$108K	-24K	-100%	$4.50	0	Mar 28, 2022	Common Stock	24K		Direct	F2, F5
transaction	RESN	Restricted Stock Units	Disposed to Issuer	-$450K	-100K	-100%	$4.50	0	Mar 28, 2022	Common Stock	100K		Direct	F2, F6
transaction	RESN	Restricted Stock Units	Disposed to Issuer	-$521K	-116K	-100%	$4.50	0	Mar 28, 2022	Common Stock	116K		Direct	F2, F7
transaction	RESN	Restricted Stock Units	Disposed to Issuer	-$846K	-188K	-100%	$4.50	0	Mar 28, 2022	Common Stock	188K		Direct	F2, F8

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

George Holmes 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 Agreement, these restricted stock units, which provided for vesting upon certain performance-based parameters, were cancelled in the merger.
F4	In connection with the Merger Agreement, these restricted stock units, which provided for vesting of 3,205 shares 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 24,013 shares 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.
F6	In connection with 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. 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 38,610 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.
F8	In connection with the Merger Agreement, these restricted stock units, which provided for vesting of 47,014 shares on December 1, 2022, and an additional 47,013 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.