Michael J. Fox - 28 Mar 2022 Form 4 Insider Report for Resonant Inc

Reporting relationship: Director
Issuer ticker: N/A
Reported as of: 28 Mar 2022
Net transaction value: -$10,032,759
SEC form: 4
Accepted by SEC: 28 Mar 2022, 11:12:07 UTC
Prior SEC filing: 09 Jun 2021
Next SEC filing: 07 Jun 2024
Source filing: View source filing
Reporting owner signature: /s/Martin S. McDermut, Attorney-In-Fact

Key filing fact

Michael J. Fox filed Form 4 for Resonant Inc on 28 Mar 2022.

Key facts

This page summarizes Michael J. Fox's Form 4 filing for Resonant Inc.
5 reported transactions and 3 derivative rows are listed below.
Accepted by SEC: 28 Mar 2022, 11:12.

Change

Previous filing in this sequence was filed on 09 Jun 2021.
Current net transaction value: -$10,032,759.

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: $545,256
Shares: -121,168
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: $9,000,000
Shares: -2,000,000
Change %: -100%
Price: $4.50
Shares after: 0
Date: 28 Mar 2022
Ownership: By Park City Capital Offshore Master, Ltd.

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: $292,500
Shares: -65,000
Change %: -100%
Price: $4.50
Shares after: 0
Date: 28 Mar 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 65,000
Exercise price
Footnotes: F1, F2

RESN transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value: $76,270
Shares: -16,949
Change %: -100%
Price: $4.50
Shares after: 0
Date: 28 Mar 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 16,949
Exercise price
Footnotes: F1, F3

RESN transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value: $118,732
Shares: -26,385
Change %: -100%
Price: $4.50
Shares after: 0
Date: 28 Mar 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 26,385
Exercise price
Footnotes: F1, F4

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

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

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

Explanation of responses 4 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% of the shares on each of May 10, 2022 and May 10, 2023, were assumed and converted in the merger 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 resignation of the holder as a director of 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 the shares on the earlier of (i) the day prior to the second annual meeting of stockholders following the grant and (ii) June 9, 2022, were assumed and converted in the merger 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 resignation of the holder as a director of 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 50% of the shares on the earlier of (i) the day prior to the first annual meeting of stockholders following the grant and (ii) June 8, 2022, and 50% of the shares on the earlier of (i) the day prior to the second annual meeting of stockholders following the grant and (ii) June 8, 2023, were assumed and converted in the merger 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 resignation of the holder as a director of Resonant Inc. immediately following consummation of the merger, these assumed restricted stock units became fully vested and will be settled in cash.