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

Reporting relationship: Chief Operating Officer
Issuer ticker: N/A
Reported as of: 28 Mar 2022
Net transaction value: -$3,046,302
SEC form: 4
Accepted by SEC: 28 Mar 2022, 11:02:32 UTC
Prior SEC filing: 19 Jan 2022
Source filing: View source filing
Reporting owner signature: /s/ Martin S. McDermut, Attorney-In-Fact

Key filing fact

Dylan Kelly filed Form 4 for Resonant Inc on 28 Mar 2022.

Key facts

This page summarizes Dylan Kelly's Form 4 filing for Resonant Inc.
8 reported transactions and 7 derivative rows are listed below.
Accepted by SEC: 28 Mar 2022, 11:02.

Change

Previous filing in this sequence was filed on 19 Jan 2022.
Current net transaction value: -$3,046,302.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

RESN transaction

Common Stock

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value: $783,886
Shares: -174,197
Change %: -100%
Price: $4.50
Shares after: 0
Date: 28 Mar 2022
Ownership: Direct

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

RESN transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value: $450,000
Shares: -100,000
Change %: -100%
Price: $4.50
Shares after: 0
Date: 28 Mar 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 100,000
Exercise price
Footnotes: F1, F2

RESN transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value: $112,500
Shares: -25,000
Change %: -100%
Price: $4.50
Shares after: 0
Date: 28 Mar 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 25,000
Exercise price
Footnotes: F1, F3

RESN transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value: $337,500
Shares: -75,000
Change %: -100%
Price: $4.50
Shares after: 0
Date: 28 Mar 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 75,000
Exercise price
Footnotes: F1, F4

RESN transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value: $155,979
Shares: -34,662
Change %: -100%
Price: $4.50
Shares after: 0
Date: 28 Mar 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 34,662
Exercise price
Footnotes: F1, F5

RESN transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value: $67,500
Shares: -15,000
Change %: -100%
Price: $4.50
Shares after: 0
Date: 28 Mar 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 15,000
Exercise price
Footnotes: F1, F6

RESN transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value: $238,936
Shares: -53,097
Change %: -100%
Price: $4.50
Shares after: 0
Date: 28 Mar 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 53,097
Exercise price
Footnotes: F1, F7

RESN transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value: $900,000
Shares: -200,000
Change %: -100%
Price: $4.50
Shares after: 0
Date: 28 Mar 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 200,000
Exercise price
Footnotes: F1, F8

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Dylan Kelly is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 8 footnotes

Footnote F1

Each restricted stock unit represents a contingent right to receive one share of Resonant Inc. common stock.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.