Clint Brown - 28 Mar 2022 Form 4 Insider Report for Resonant Inc

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
28 Mar 2022, 11:01:41 UTC
Prior SEC filing
19 Jan 2022
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Martin S. McDermut, Attorney-In-Fact

Key filing fact

Clint Brown filed Form 4 for Resonant Inc on 28 Mar 2022.

Key facts

  • This page summarizes Clint Brown's Form 4 filing for Resonant Inc.
  • 6 reported transactions and 4 derivative rows are listed below.
  • Accepted by SEC: 28 Mar 2022, 11:01.

Change

  • Previous filing in this sequence was filed on 19 Jan 2022.
  • Current net transaction value: -$1,380,483.

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
$253,125
Shares
-56,250
Change %
-100%
Price
$4.50
Shares after
0
Date
28 Mar 2022
Ownership
Direct
RESN transaction

Common Stock

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

Transaction value
$281,250
Shares
-62,500
Change %
-100%
Price
$4.50
Shares after
0
Date
28 Mar 2022
Ownership
By Trust

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
$253,125
Shares
-56,250
Change %
-100%
Price
$4.50
Shares after
0
Date
28 Mar 2022
Ownership
Direct
Underlying class
Common Stock
Underlying amount
56,250
Exercise price
Footnotes
F1, F2
RESN transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
$421,875
Shares
-93,750
Change %
-100%
Price
$4.50
Shares after
0
Date
28 Mar 2022
Ownership
Direct
Underlying class
Common Stock
Underlying amount
93,750
Exercise price
Footnotes
F1, F3
RESN transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
$84,375
Shares
-18,750
Change %
-100%
Price
$4.50
Shares after
0
Date
28 Mar 2022
Ownership
Direct
Underlying class
Common Stock
Underlying amount
18,750
Exercise price
Footnotes
F1, F4
RESN transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
$86,733
Shares
-19,274
Change %
-100%
Price
$4.50
Shares after
0
Date
28 Mar 2022
Ownership
Direct
Underlying class
Common Stock
Underlying amount
19,274
Exercise price
Footnotes
F1, F5
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

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

Explanation of responses 5 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 18,750 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.

Footnote F3

In connection with the Merger Agreement these restricted stock units, which provided for vesting of 31,250 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.

Footnote F4

In connection with the Merger Agreement, these restricted stock units, which provided for vesting of 6,250 shares each of April 1, 2022, July 1, 2022, and September 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.

Footnote F5

In connection with the Merger Agreement, these restricted stock units, which provided for vesting of 4,820 shares on December 1, 2022, and in 3 further installments of 4,818 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.

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