George B. Holmes - 28 Mar 2022 Form 4 Insider Report for Resonant Inc

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
28 Mar 2022, 11:39:37 UTC
Prior SEC filing
19 Jan 2022
Next SEC filing
02 Dec 2022
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/Martin S. McDermut, Attorney-In-Fact_

Key filing fact

George B. Holmes filed Form 4 for Resonant Inc on 28 Mar 2022.

Key facts

  • This page summarizes George B. Holmes's Form 4 filing for Resonant Inc.
  • 9 reported transactions and 8 derivative rows are listed below.
  • Accepted by SEC: 28 Mar 2022, 11:39.

Change

  • Previous filing in this sequence was filed on 19 Jan 2022.
  • Current net transaction value: -$6,441,916.

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
$2,251,962
Shares
-500,436
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

Stock Options (Right to Buy)

Disposed to Issuer

Transaction value
Shares
-5,824
Change %
-100%
Price
Shares after
0
Date
28 Mar 2022
Ownership
Direct
Underlying class
Common Stock
Underlying amount
5,824
Exercise price
$4.51
Footnotes
F1
RESN transaction Derivative

Stock Options (Right to Buy)

Disposed to Issuer

Transaction value
Shares
-7,663
Change %
-100%
Price
Shares after
0
Date
28 Mar 2022
Ownership
Direct
Underlying class
Common Stock
Underlying amount
7,663
Exercise price
$4.62
Footnotes
F1
RESN transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
$2,250,000
Shares
-500,000
Change %
-100%
Price
$4.50
Shares after
0
Date
28 Mar 2022
Ownership
Direct
Underlying class
Common Stock
Underlying amount
500,000
Exercise price
Footnotes
F2, F3
RESN transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
$14,422
Shares
-3,205
Change %
-100%
Price
$4.50
Shares after
0
Date
28 Mar 2022
Ownership
Direct
Underlying class
Common Stock
Underlying amount
3,205
Exercise price
Footnotes
F2, F4
RESN transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
$108,058
Shares
-24,013
Change %
-100%
Price
$4.50
Shares after
0
Date
28 Mar 2022
Ownership
Direct
Underlying class
Common Stock
Underlying amount
24,013
Exercise price
Footnotes
F2, F5
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
F2, F6
RESN transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
$521,235
Shares
-115,830
Change %
-100%
Price
$4.50
Shares after
0
Date
28 Mar 2022
Ownership
Direct
Underlying class
Common Stock
Underlying amount
115,830
Exercise price
Footnotes
F2, F7
RESN transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
$846,238
Shares
-188,053
Change %
-100%
Price
$4.50
Shares after
0
Date
28 Mar 2022
Ownership
Direct
Underlying class
Common Stock
Underlying amount
188,053
Exercise price
Footnotes
F2, F8
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

George B. Holmes 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

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.

Footnote F2

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

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

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